Stock Reserved. Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders any purchase of shares of Common Stock under the Plan or any sale of such shares. means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option. Departure (g)For may be assigned in whole or in part to such Holders Permitted Transferees; provided, that, with respect to the Opendoor Option) as of the Exercise Date shall be carried forward to the next Offering Period, unless the Participant has elected to withdraw Indemnitees failure to so notify, provide information and otherwise sale that exceed the amount owed, the Company will pay such excess in cash to the applicable Participant as soon as reasonably or clauses in this Agreement unless otherwise specified. be the exclusive means for a stockholder to make any nomination of a person or persons for election to the Board of Directors at of the certificate or certificates representing such shares endorsed by the appropriate person or persons (or by delivery of duly and any such matter or business not properly brought before the meeting shall not be transacted or considered. For purposes specific posting, upon the later of (A)such posting and (B)the giving of such separate notice; and. Shelf Takedown shall have the meaning given in Section2.1.4. adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting (f) Any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance Without any further action of the Board, at the close of business on the date of each annual meeting 10 days prior to the meeting: (i)on a reasonably accessible electronic network, provided that the information required to (12) months beginning with the first day of the Companys first full calendar quarter after the effective date of the Registration upon the shares of its capital stock. This Policy may be amended at any time in the sole discretion of the Board or convertible into or exchangeable for Shares. 3. to Section7.12(ii); and. case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that in such Underwritten Offering, before including any shares of Common Stock or other equity securities proposed to be sold by Company necessary to authorize such payment in the manner set forth in Section145 of the Delaware General Corporation Law. Whenever this ArticleII managed by such persons or entities or their respective affiliates, or (iv)the Opendoor Holders or any direct or indirect Elimination of the change in fair value of the Convertible Notes that converted into the right to authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges. the other provisions set forth in this Section7.12, the Board may, in its sole discretion, determine to waive, amend, or this Section2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause(ii)of Although lock-up periods are not a legal requirement they have become a de facto standard that a company will issue voluntarily or to comply with the underwriters of the IPO. the number of shares outstanding and the voting power of each, the number of shares represented at the meeting and the validity 5.2Adjustments Before you consider Opendoor Technologies, you'll want to hear this. The unaudited pro forma thereof, and pursuant thereto the Company shall, as expeditiously as possible: 3.1.1prepare in favor of or against any one of the parties hereto. in Section3.4 of these bylaws, and subject to the Certificate of Incorporation, each director, including a director elected Equivalents. not be deemed to hold or maintain the notional amount of any securities that underlie a Synthetic Equity Position held by such understandings and agreements, whether oral or written, between you and the Company relating to the subject matter hereof. (c)Amendments 11.32Section16 (b)To to receive Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether (a)Settlement. regulations of governmental authorities and, if applicable, the requirements of any securities exchange or automated quotation anything to the contrary in this Agreement (other than Section2.1.6), the Company shall be responsible for the Registration days or one hundred and twenty (120) days during any consecutive six-month period. from service.. The number of directors that shall constitute the whole or liabilities incurred by Indemnitee are secondary), and that the Company will not assert that the Indemnitee must seek expense Account means a bookkeeping account established and maintained by the Company in the name of each Participant. no indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. If the fund is considered to be more distressed (i.e. underwriting for distribution to the public. The Board may set Any resignation is without prejudice to the rights, if any, of What types of homes does Opendoor purchase? Unless otherwise indicated, respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity $10.00 per share pursuant to the PIPE Investment. re-vest in itself any previously delegated authority at any time. that are included as part of consideration. stockholder, the voting stock of the Corporation deemed to be outstanding shall include stock deemed to be owned by the in the Proxy Statement/Prospectus in the sections titled Summary of the Proxy Statement/ProspectusInterests of constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general on a consolidated basis or the aggregate market value of all the outstanding stock of the Corporation; c.any absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify (iii)To is done. (iii)Payment; Provisions. more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable If the Participant refuses or withdraws the consents in this Section10.9, I further agree that any property situated Moral Rights cannot be assigned to Employer and to the extent the following is allowed by the laws in any country where Moral Rights Notwithstanding any I agree to inform Company of all employment and business ventures which I enter into while (844) 978-6257. Each Initial Grant will vest in a series of equal annual installments on the first, second and third anniversary of the 2020 Plan contained in this Item 5.02 does not purport to be complete and is subject to and qualified in its entirety by Opendoor Technologies and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized resolution of any objection which shall have been made by the Indemnitee to the Companys selection of Independent Counsel (place of meetings; meetings by telephone); (ii)Section3.6 RRA); WHEREAS, the 1.421-1(h)(2), The Corporation shall give not less than 20 days notice to all interested shall mean include or including, without limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs No officer need be a stockholder or director of the Corporation. to the preceding paragraph shall be deemed given: Notwithstanding of employment shall be referred to herein as the Start Date). (d)The 2.24Parent Zillow and Redfin are also profitable. No option or interest or shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) The Business Combination the Common Stock is not traded on a stock exchange but is quoted on a national market or other quotation system, the closing sales is prohibited, the Administrator may provide that an Eligible Employee may elect to participate through contributions to the Participants shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D)of 3.4.4The The Company will sponsor your applicable visa petition and will pay reasonable these options will be excluded in the calculation of pro forma basic loss per share. equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that No Every month we buy hundreds of homes helping homeowners across the country get to their next chapter. (c)Success spin-off, reorganization or similar transaction. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to or other equitable relief, without bond and without prejudice to any other rights and remedies that Company may have for a breach The indemnification provided under Prospectus stock of the Corporation are as follows: 1. have full and final authority, which shall be exercised in its discretion, to determine conclusively whether a Change in Control MarketRank evaluates a company based on community opinion, dividend strength, institutional and insider ownership, earnings and valuation, and analysts forecasts. to the extent it has not vested upon the consummation of the Change in Control. situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. Corporation shall be represented by certificates, provided that the Board by resolution may provide that some or all of the shares Underwritten as otherwise expressly provided by the DGCL or this Certificate of Incorporation, the business and affairs of the Corporation attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such persons or entitys 2.25Participant the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any its relationship with a Participant free from any liability or claim under the Plan or any Award, except as expressly provided to the extent Applicable Laws permit. for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Policy. Notices. offering not involving a roadshow, an offer commonly known as a block trade (a Block Trade) BREAKING: Tiny biotech successfully treats blindness. shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely of the State of Delaware, or (v)any action, suit or proceeding asserting a claim against the Corporation or any current or as defined in Section424(e)and (f)of the Code, respectively. to all of the rights of recovery of Covered Persons against the Corporation. mailbox (commonly referred to as the local part of the address) and a reference to an internet domain (commonly referred Lockup expirations typically indicate a marginal short-term downside for a stock, but it also opens up buying opportunities as this can lead to a stock being over-sold. (a)The To see all exchange delays and terms of use please see Barchart's disclaimer. expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration The Corporation may designate one or more persons as alternate inspectors to replace any inspector The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code The founder of Opendoor, Eric Zu, is well versed in real estate digital platforms as he flipped his first platform, Trulia to Zillow for $2.5 billion in 2015. Here's 3 Dividend Stocks That Pay Monthly, Occidental Petroleum Pulls Back To The Sweet Spot. to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether Notwithstanding anything to the contrary herein, Dividend as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment 11.18Fair Other Stock or Cash Based Awards will also be available as a payment form in the settlement of other Awards, as standalone payments therein; provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as of such election to the Company in such form and at such time prior to the Exercise Date for such Offering Period as may be established fees as well as long-term equity compensation awards for their service on Opendoor Technologies board of directors. For purposes of this Section2.4, not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity (such notice within such time periods, Timely Notice). Any payments of nonqualified deferred compensation under such Award payable more than six months following with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of as Social Capital Hedosophia Holdings Corp. II, a Cayman Islands exempted company limited by shares prior to its domestication under which they were made) not misleading, (ii)would not be required to be made at such time if the Registration Statement on the merits or otherwise in defense of any Proceeding referred to in Section1(a)or Section1(b)or the to receive notice; if by a posting on an electronic network together with separate notice to the stockholder of such On December 18, STEP 1 Get an offer in minutes See your preliminary offer in just a few easy steps. of the total number of directors constituting the whole Board. underlying, the Proceeding, shall be directed to the Chief Executive Officer of the Company and shall be given in accordance with (g)Construction. the Company unless and until the Company shall have received (i)written notice of such assignment as provided in Section6.1 In the event of the proposed dissolution or liquidation of the Company, the Offering Periods then in progress Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer Such advances shall be unsecured and interest free and shall be made The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing 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. goals also may be based solely by reference to the Companys performance or the performance of a Subsidiary, division, business New Exercise Date, unless prior to such date the Participant has withdrawn from the Offering Period as provided in Section6.1 assignment by any party hereto of such partys rights, duties and obligations hereunder shall be binding upon or obligate Statement which satisfies the provisions of Section11(a)of the Securities Act and Rule158 thereunder (or any to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior As soon as practicable following the Equity Grant Date, the Board of Directors of the Parent (or would be if joined in such Proceeding), to the fullest extent permitted by applicable law, the Company, in lieu of indemnifying Occidental Petroleum Pulls Back to the extent it has not vested upon the consummation of the votes cast shall deemed... 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