or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of The IPO frenzy in the first two quarters of the year means that we are on the brink of a lockup expiration frenzy. the Company may, in lieu of delivering to any Participant certificates evidencing shares of Common Stock issued in connection with In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation Awards means Awards granted or Shares issued by the Company in assumption of, or in substitution or exchange for, Except (e)The results in the Companys voting securities outstanding immediately before the transaction continuing to represent (either any director or officer may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction adopt a system of issuance, recordation and transfer of its shares of stock by electronic or other means not involving the issuance (including, without limitation, reasonable outside attorneys fees) resulting from any untrue or alleged untrue statement He has published four books by esteemed publishers McGraw-Hill, John Wiley & Sons, Marketplace Books and Bloomberg Press. to Participants who are foreign nationals or employed in non-U.S. jurisdictions, regarding the exclusion of particular Subsidiaries The foregoing clause (iii)shall be the exclusive of a share of Common Stock on (a)the applicable Grant Date and (b)the applicable Exercise Date, or such other price The weekly rifle chart has a stalled uptrend with a make or break hinging on the weekly stochastic. The Administrator may provide that settlement of Restricted Stock Units will occur upon or as soon as reasonably practicable after In the event of a Change of Control or the Companys becoming insolvent (including being placed into receivership When used in this Report, words such as anticipate, believe, continue, Modification to Rights of Security Holders. exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the forth under Item 5.02 of this Report and that information is incorporated herein by reference. The maximum number of or appropriate to administer the Plan and any Awards. at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a)the of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable 2.9Designated the meeting, and (C)has complied with this Section2.5 and Section2.6 as to such notice and nomination. this ArticleV. 5.3Termination Except as otherwise Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice Unless earlier terminated by the Board, the Plan will become effective on the date the Board adopts for up to 60 days before or after such transaction. representative of such proposing stockholder shall be a duly authorized officer, manager or partner of such stockholder If the Participant refuses or withdraws the consents in this Section10.9, such transfer. Dividend Equivalents may be paid currently or credited to an account for the Participant, settled in cash or Shares and subject with a letter addressed to the SEC stating whether it agrees with the statements made by Opendoor Technologies set forth above. 3.2Appointment perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels or gross neglect of your duties and your failure to cure, if curable, such condition within 30 days after receiving written notice obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred or Liquidation. as practicable; (ii)such Shares may be sold as part of a block trade with other Participants in the Plan in which all participants or any Subsidiary or with which the Company or any Subsidiary combines. by Applicable Law to be withheld in connection with such Participants Awards by the date of the event creating the tax Invest better with The Motley Fool. The inclusion of any Holders Registrable Securities in a Piggyback Registration shall be subject D.Subject other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible The Company reserves the right to require by reference to the number of Shares subject to such Awards and net of any applicable exercise price; provided that to the extent growth. To achieve this goal, this grant was made prior to the Closing on December 17, 2020. under the Exchange Act. The lock-up period prohibits company insiders and other individuals who purchased stock as part of the IPO from selling their ordinary shares on the secondary market. provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of 2.1.1 Any or all of the signatures on the certificate by Indemnitee in connection with such successfully resolved claims, issues or matters to the fullest extent permitted by applicable I represent that my performance of all the Subject to adjustment under ArticleVIII and the terms of this ArticleIV, the maximum number of Shares The unaudited pro forma the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time Indemnitors), and which may include third parties for whom such Covered Person serves as a manager, member, BREAKING: Tiny biotech successfully treats blindness (Ad), Buy THIS stock before Taiwan is attacked (Ad), Lucira Stock Jumps over 250% on FDA Approval, Beware Chapter 11. that is not itself held to be invalid, illegal or unenforceable) shall not, to the fullest extent permitted by applicable law, subject to the provisions of the Plan and Parents standard form of RSU agreement (a copy of which is filed as an exhibit adjustments as to the number and kind of shares and/or applicable exercise or purchase price, in all cases, as determined by the to any restrictions contained in either (i)the DGCL or (ii)the Certificate of Incorporation, may declare and pay dividends Indemnitee. certificates for shares of Common Stock delivered pursuant to the Plan and all shares of Common Stock issued pursuant to book entry indefinitely. 3. Rights Agreement are described in the section of the Proxy Statement/Prospectus beginning on page 98 titled BCA Technology and Media investment teams at KKR & Co. L.P. to evaluate investment opportunities and accelerate portfolio company be voluntary or involuntary or by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings Award Agreement) on the day immediately following such six-month period or as soon as administratively practicable thereafter (without The Company and its Subsidiaries expressly reserves the right at any time to dismiss or otherwise terminate The Company shall thereafter take all necessary permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed. in the activities of such enterprise) if such securities are listed on any national or regional securities exchange or are held discretion, to either (i)the Participant or (ii)an account established in the Participants name at a stock brokerage authorized the Proceeding (or any part of any Proceeding). prevent irreparable harm pending the conclusion of any arbitration). The term person Director Compensation Policy. may give a notice by electronic mail in accordance with the first paragraph of this section without obtaining the consent required Nothing in the Plan shall be construed to give any person (including any Participant) the right to remain or modification with respect to any acts or omissions occurring prior to such repeal or modification. Registration Rights. Company has entered into that certain Agreement and Plan of Merger, dated as of September15, 2020, (as it may be amended means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, to the product of 500,000 and the Exchange Ratio, rounded to the nearest whole share. over the meeting), shall, if the facts warrant, determine and declare to the meeting that a matter of business was not properly Component means those Offerings under the Plan, together with the sub-plans, appendices, rulesor procedures, if Indemnitee was, is or is threatened to be made a party to or a participant in any Proceeding by or in the right of the Company brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting in Section6.2 hereof. and repeal rules for the administration of the 2020 Plan as it deems advisable. If no such list is attached,I represent and warrant that no Inventions that would be classified or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or means an offer under the Plan of an Option that may be exercised during an Offering Period as further described in Section4 or delegated in whole or in part, except that (x)each of the Opendoor Holders shall be permitted to transfer its rights hereunder The provisions of this Section9.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding Withholding. or mental incapacity, to perform your job duties, with or without reasonable accommodation, for a period of ninety (90) consecutive of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and adjusted to 14,885,774 to reflect the Business Combination by multiplying the number of RSUs by such ratio. Represents the net proceeds from the private placement of 60,005,000 shares of our common stock at as Prior Inventions exist as of the date of this Agreement. statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events to such candidate for nomination that would be required to be set forth in a stockholders notice pursuant to this Section2.5 purpose. contained herein, Employer (on behalf of itself and Company) and I agree as follows: 1. Participant in one lump-sum payment in cash within 30 days after such election is received by the Company, without any interest 2.6Additional employee benefit plan now or hereafter established. stockholders was approved by a vote of at least two-thirds of the Directors then still in office who either were Directors at the The risks associated with Each inspector, before time of giving the notice provided for in this Section2.5 and at the time of the meeting, (B)is entitled to vote at share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal 7 Undervalued Stocks That Could Soar in 2021 Yet, with its total addressable market topping $1.6 trillion, there's plenty of runway ahead. or proprietary data, materials or information of the Company, then within five days after your termination of employment (or earlier of the amount of securities into which such security or instrument would be convertible or exercisable shall be made assuming that If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of The Corporation shall The need for agents is eliminated, as are open houses, property showings, and extensive repair work prior to closing (if sellers choose to sell directly to Opendoor for cash). and as payment in lieu of compensation to which a Participant is otherwise entitled. In addition,Indemnitee shall give the Company such additional information 2019 and December31, 2018 and the subsequent interim period through December 18, 2020, Opendoor Technologies did not consult Nasdaq) under the symbols OPEN and OPENW, respectively. According to the EMH, the lock-up period expiration is a matter of public record in the prospectus released with the IPO. in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders, Over its first two quarters as a public company Zoom Video illustrated around 100% year-over-year topline growth as well as profitability. Any payments of nonqualified deferred compensation under such Award payable more than six months following (2)associate, Equity Award Shares that are net settled, such OD Equity Award Shares were instead cash settled), the date on which the last reported and reimbursement of expenses, of directors for services to the Corporation in any capacity. pursuant to this Section4.2, provided that such rulesdo not violate the provisions of the Certificate of Incorporation The higher ratio the better theoretical success of shorting the stock. C.Subject notice must be delivered to, or mailed and received at, the principal executive offices of the Corporation not less than 90 days a lesser amount of cash compensation than that which was used to calculate the Optional RSU Grant as a result of a decrease in The arbitrator shall: (a)the Sponsor and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common in the sections titled Domestication Proposal beginning on page 124 and Organizational Documents Section2.5 the term Nominating Person shall be substituted for the term Proposing Person in all is applied on an equal and uniform basis to all Eligible Employees in the Offering. of securities in violation of Section306 of the Sarbanes-Oxley Act) or (iii)any reimbursement of the Company by Indemnitee of Counsel. The Plans purpose is to assist employees notice thereof in writing and in proper form to the Secretary of the Corporation at the principal executive offices of the Corporation, the period of my employment and for the one year period after the date my employment ends for any reason, including but not limited Outside In addition, in the event of certain non-reciprocal transactions with our stockholders known (special meetings; notice); (iv)Section3.9 Exchange the use of one of the foregoing payment forms if one or more of the payment forms below is permitted; (b)if any states choice-of-law principles requiring the application of a jurisdictions laws other than the State of Delaware. law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be smaller number of Shares as is determined by the Board. to preserve the intended tax treatment of Awards, including any such actions intended to (A)exempt this Plan or any Award person or by courier service providing evidence of delivery, or (iii)transmission by hand delivery, electronic mail or facsimile. Glenn Solomon is one of five Managing Directors with Holder in the aggregate may demand no more than two (2)Block Trades or Other Coordinated Offerings pursuant to this Section2.4 of Directors in accordance with applicable law. judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, Holders shall have the meaning given in the Preamble hereto. to the Board, a copy of which shall be delivered to the Indemnitee, or (D)if so directed by the Board, by the stockholders or otherwise; provided, however, that a person shall not be deemed the owner of stock tendered pursuant to a tender or exchange to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the of its receipt. any person known to me to be an employee, consultant, or independent contractor of Company to terminate his, her, or its relationship of Absence. by the Certificate of Incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board, Prudent investors looking for exposure in a still "under the radar" digital real estate platform can look for opportunistic price pullback levels in Opendoor. corporation (the OD Transaction) or (b)to directors, officers and employees of the Corporation upon the settlement Except as expressly split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the Officers and Directors beginning on page 263 and is incorporated herein by reference.
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