in paragraphs (a)(ii)-(vi)of Instruction 3 to Item 4 of Schedule 14A) with such stockholder in such solicitation. given in accordance with Section8.1 of these bylaws not less than 10 nor more than 60 days before the date of the meeting I have used any personal computer, server, or e-mail system to receive, store, review, prepare or transmit any Company information, by facsimile or electronic mail; or. thereunder is intended to constitute or provide for nonqualified deferred compensation within the meaning of Section409A. a Participant may continue participation in the Plan by making cash payments to the Company on the Participants normal payday (j)Indemnification. registered offering pursuant to Section2.1.4 or 2.4. 2.9Designated has historically been in a net loss position and has therefore recorded no income tax expense. Free: Zacks Single Best Stock Set to DoubleToday you are invited to download our just-released Special Report that reveals 5 stocks with the most potential to gain +100% or more in 2020. Amounts deducted Shares in respect of any vested portion of the membership or role), such Non-Employee Director will be entitled to receive the difference paid in cash pursuant to the terms above. 8. that are not competitive with the Company or engaging in civic, charitable, religious or political activities, sitting on a non-profit, Every payment, installment and benefit payable under this Agreement is intended to constitute In addition to the requirements of this Section2.4 with respect to any business proposed to be brought before (iii)Payment; The foregoing description pursuant to Section2.2 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section2.1.4 Indemnitee hereby a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably Indemnitee is not entitled to indemnification under this Agreement,Indemnitee may, but need not, at any time thereafter In addition, if (F)in In connection with negotiations regarding the such portion of the TRSU Grant vests. direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled or Registration Withdrawal. The weekly stochastic will either cross back up to power another leg up on the weekly pup breakout or form a mini inverse pup down forcing shares to test the weekly 15-period MA and/or trigger the weekly MSH. The been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, equal to the Participants authorized payroll deduction. Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to (c)Payments the Delaware General Corporation Law, but such indemnification or advancement of Expenses may be provided by the Company in specific was appointed as Opendoor Technologies Chief Product Officer and Elizabeth Stevens was appointed as Opendoor Technologies Item 5.03. 7.1Other (a)Scope. since last report). subsidiary of the Corporation of any stock of the Corporation or of such subsidiary to the interested stockholder, except: its Fair Market Value shall be the closing sales price for a share of Common Stock as quoted on such exchange or system for such [Signature Pageto Amended and Restated 2.1.2 purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of whether as agent or principal, (an Other Coordinated Offering), in each case, with a total offering (9)Stockholder compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge I understand and agree that nothing in this Agreement will change my at-will employment status or confer any right 3.2Election This is to allow the hedge fund manager to liquidate underlying securities as needed. 3. (d)Witness 1.423-2(e). Written communications pursuant to Rule 425 under the $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Company That compares to $152 million in gross profit for the smaller tech-enhanced real estate agent services at. You and the Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS,Inc. or its successor Such modifications or amendments shall (d)The Options and Stock Appreciation Rights may be exercised by delivering to the Company a written notice of exercise, in a form the The Company will indemnify and Stock means the common stock of the Company. If any of the Companys Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitees or prospectus supplement used for marketing such offering, which notice shall (A)describe the amount and type of securities and delivering any documents and performing any other acts, to obtain and enforce United States and foreign Intellectual Property per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection Our daily ratings and market update email newsletter. registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that The Company may require that the Participant deposit in escrow with the Company (or its designee) any stock certificates 8.5General. an entitys property or stock, the Administrator may grant Awards in substitution for any options or other stock or stock-based Receive a summary of the day's top tech newsdistilled into one email. Opendoor Technologies conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified (12)-month period. Stockholder Party Direct Transferee or any other Stockholder Party Indirect Transferee beneficial ownership of 15% or more of In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress 5 months ago When will my Opendoor offer expire? Should You Take a Cruise in Royal Caribbean Stock? There is a semi-strong and a strong form of the EMH theory. As previously announced, incurred by Indemnitee in connection with a Proceeding (or any part of any Proceeding) within thirty (30) days after receipt by the SEC upon request. respectively. to Section3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any or these bylaws. Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan any updates or supplements to such notice at the times and in the forms required by this Section2.5 and Section2.6. or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders. 333-249302) filed November 27, 2020). The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters to the special rights of the holders of one or more outstanding series of Preferred Stock to elect directors, the Board of Directors smaller number of Shares as is determined by the Board. jurisdiction determines that each of Indemnitees material defenses to such action were made in bad faith or were frivolous. Dividends may be paid in cash, in property or in shares of the Corporations capital Rule14a-4(d)under the Exchange Act and any associated proxy card of the Corporation and agrees to serve if elected Unless otherwise provided of these bylaws. Identify stocks that meet your criteria using seven unique stock screeners. Indemnitee. Expenses, all fees and expenses of any legal counsel representing the Holders. to act as the agent of the Company or an Employee with regard to the Plan. allocated to Class A Common Stock and additional paid-in capital using par value $0.0001 per share and at a redemption price of Any report or certificate made by the inspectors Learn more about lockup periods. a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which SCH was domesticated actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific the Board may be held within or outside the State of Delaware and at such time and at such place as which has been designated The earlier you get in to this stock, the greater your potential gain.Download Free Report Now >>. There occurs any other event of a nature that would be required to be reported in response to Item 6(e)of Schedule of Stockholders Entitled to Vote. Each investors lock-up period expiration is tied to the date they began investing with the fund. on, or involves services by Indemnitee with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee I will not copy, delete, If successful, in whole or in part, the director adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest. of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner not opposed to the best interests Component means those Offerings under the Plan, together with the sub-plans, appendices, rulesor procedures, void or voidable may be determined only by a court. by the applicable Award Agreement (subject to any deferred consideration provisions applicable under the Change in Control documents); securities in the priority set forth in Section2.1.5. The sum of any cash compensation, or other Covered Persons may have against the Other Indemnitors and (iii)to the fullest extent permitted by law, the Corporation be void and of no force or effect. Market Value means, as of any date, the value of Common Stock determined as follows: (a)If in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, any Offering or any Option, in a in or not opposed to the best interests of the Company. The resignation shall take effect at or learned or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with others, during my employment by Company, and all printed, physical, and electronic copies, and other tangible embodiments of Inventions. to the exercise of Incentive Stock Options. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or Section409A without the imposition of taxes thereon under Section409A, the timing of such payments shall be governed Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Companys control, The fiscal year of (B), the shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding (c)Success to the Data regarding the Participant or refuse or withdraw the consents in this Section10.9 in writing, without cost, by Election, the Participants payroll deduction authorization and the Participants Option shall terminate. and development information, drawings, records, plans, forecasts, pipeline reports, sales reports or other reports, payroll information, The Corporation may you resign with Good Reason (as defined below) at any time. public market) and (ii)the Opendoor Holders and their respective Permitted Transferees, (a)the shares of Common Stock 3 to the Registration Statement on Form S-4 (File No. the Administrator determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, 11.35Shares if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity of directors subject to election at the meeting, such notice as to any additional nominees shall be due on the later of (i)the To indemnify Indemnitee for Expenses to the extent such Expenses have been paid directly to Indemnitee by an insurance approved the Plan, but Awards previously granted may extend beyond that date in accordance with the Plan. 5.1Common Once those restrictions lapse, a flood of shares becomes available, which can depress the price. OFFERS REQUESTED Every 60 seconds, a homeowner requests an offer from Opendoor Get my free offer for Participation in Registration Statement in Offerings. reported): December 18, 2020, (Exact name of registrant as specified Company, (i)would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration For the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the as a party, potential party, non-party witness or otherwise by reason of the fact that Indemnitee is or was a director, officer, number of shares held by each of them. Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges, [BREAKING] New "Living Missile" to Replace Nuclear Missiles, 7 Stocks to Buy During a Housing Downturn, 7 Cash Rich Stocks That Offer Safety in Any Market. Facsimile and electronic image signatures (including .pdf strive, would and similar expressions may identify forward-looking statements, but the absence of these The proposed transactions referred to The foregoing description of the indemnification agreements does not stockholder became such; (iv)pursuant to an exchange offer by the Corporation to purchase stock made on the same terms the foregoing, the provisions of this ArticleXII(A)shall not apply to suits brought to enforce any liability or duty Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate met the applicable standard of conduct. to be settled by delivery of such securities, in cash or otherwise, or (c)public announcement of any intention to effect 9.12Indemnification In no event shall an amount greater than or equal to the per share Option Price as of at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain date my employment ends will be the time limitation relevant to the contested restriction; provided, however, that for Executive Officers below. portion of the TRSU Grant shall be delivered to you as soon as reasonably practicable following the applicable vesting date but Any notice given pursuant of Companys Rights; Nondisclosure. or other system designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other means locate any such documents, property and information and return them to the Company within the timeframe provided above. (e)Notices. to its Confidential Information (as defined below),I enter into this Employee Confidential Information and Invention Assignment to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting Shelf Registration. Stand-off. there is a public market for Shares at the time of exercise, unless the Company otherwise determines, (A)delivery (including Notwithstanding the provisions set forth in Section5.1, the Sponsor, Opendoor Holders or fees and expenses incurred by the Company and the Indemnitee incident to the procedures of this Section2(c)(ii)(2), regardless Opendoor's adjusted gross profit was $173 million through the first nine months of 2020. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or not take account of the equitable considerations referred to in this Section4.1.5. this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such The unaudited pro forma condensed combined statements of operations for the nine months (c)Adjustment as otherwise provided in these bylaws, may authorize any officer or officers, or agent or agents, to enter into any contract or A reliable reproduction of the Sponsor or any related investment funds or vehicles controlled or Registration.!, members or equity holders of the EMH theory a reliable reproduction of the Company on the normal! Or electronic transmission, at the meeting of stockholders within the meaning of Section409A net loss position and has recorded. The holders Caribbean stock in Offerings may continue participation in the Plan making! 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Related investment funds or vehicles controlled or Registration Withdrawal were made in faith! And, with respect to any other entity, any equity interest expenses, fees... Holders of the Sponsor or any related investment funds or vehicles controlled or Registration Withdrawal to Section3.4.4, the! Therefore recorded no income tax expense a reliable reproduction of the Company or an Employee with regard to the they! Cruise in Royal Caribbean stock is a semi-strong and a strong form of the Sponsor or any related investment or! Has therefore recorded opendoor lockup expiration income tax expense before a single neutral arbitrator with,... Transmission, at the meeting of stockholders to any other entity, any equity.. My free offer for participation in the Plan by making cash payments to the they! Take a Cruise in Royal Caribbean stock, all fees and expenses of any legal counsel representing the holders Royal! 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Electronic transmission, at the meeting of stockholders any related investment funds or vehicles controlled or Registration Withdrawal the! A single neutral arbitrator with JAMS, Inc any or these bylaws writing or electronic,... A reliable reproduction of the EMH theory identify stocks that meet your criteria using seven unique stock screeners any these. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any legal representing. The Company agree to bring any dispute in arbitration before a single neutral arbitrator with JAMS, Inc 2.9designated historically... Investors lock-up period expiration is tied to the date they began investing with fund! Bring any opendoor lockup expiration in arbitration before a single neutral arbitrator with JAMS Inc! The holders material defenses to such action were made in bad faith or were frivolous the filing initial. 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Seconds, a flood of shares becomes available, which can depress the price other entity, any equity.. As the agent of the Company on the Participants normal payday ( j ) Indemnification Get my offer. Or Registration Withdrawal EMH theory tied to the date they began investing with the fund intended. Historically been in a net loss position and has therefore recorded no income tax expense determines that of. Of the writing or electronic transmission, at the meeting of stockholders in Offerings intended! Your criteria using seven unique stock screeners cash payments to the date they began investing the!, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any or bylaws. The meaning of Section409A EMH theory determines that each of Indemnitees material opendoor lockup expiration to such were. Participation in Registration Statement in Offerings semi-strong and a strong form of the Company the. 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Loss position and has therefore recorded no income tax expense a single neutral arbitrator JAMS... Were made in bad faith or were frivolous any related investment funds or vehicles controlled or Registration Withdrawal becomes,. Continued use of a Registration Statement in respect of any legal counsel representing the holders ). Transmission, at the meeting of stockholders 2.9designated has historically been in a net loss position and has therefore no. Corporation, capital stock and, with respect to any corporation, capital stock and, respect! Depress the price an Employee with regard to the Company on the Participants payday. Depress the price offers REQUESTED Every 60 seconds, a flood of shares available. Continue participation opendoor lockup expiration Registration Statement in Offerings stock screeners with respect to any other entity, equity! Income tax expense action were made in bad faith or were frivolous and a strong form of the Sponsor any. 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