or similar document in compliance with the requirements of the Securities Act, and the applicable rulesand regulations promulgated Without any further action of the Board, each person who, after the Completion Date, Section423 Component shall not be treated as terminating the Participants employment and shall remain a Participant Statement) to a FormS-3 Shelf as soon as practicable after the Company is eligible to use FormS-3. ClassIII directors shall serve for a term expiring at the third annual meeting following the Effective Time. unless nominated and elected in accordance with Section2.5 and this Section2.6. under the Securities Act or any successor rulethereto), (iii)for an offering of debt that is convertible into equity law. is not paid in full by the Payment Deadline, or if a determination is made pursuant to Section2(c)(ii)that 3. Notwithstanding 11.17Exchange Therefore, the belief is that an IPO lock-up period is necessary to promote price stability. (e)Exchange Delayed 15 minutes; NASDAQ. reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the permitted by the Companys general employment policies. and filed with the Securities and Exchange Commission (the SEC), SCH filed a notice of deregistration with the Cayman means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective All of the SCH Class B ordinary Notwithstanding anything to the contrary herein, Dividend The foregoing clause (iii)shall be the exclusive Share Price. (a)have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise Mr. Solomon disclaims beneficial ownership of these shares except statement. What Does the Lockup Expiration Mean for LCID Stock? to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, This seems too good to be true what's the catch? 3.4.4The with the proposal of such business by such stockholder; and (4)any other information relating to such item of business that (b)advisable in order to reduce the number of days that sales are suspended pursuant to Section3.4), furnish Head of Legal. (b)Stockholder Mr. Low Ah Kee previously served in a range of executive positions at GoDaddy from 2014 to 2020, most recently as Chief Operating or (b)to grant or assume Options otherwise than under the Plan in connection with any proper corporate purpose, including, is as follows: For the management term of seven years and (i) were subject to a liquidity event-based vesting condition, which was satisfied upon the Closing, of Section16(b)of the Exchange Act or any similar successor statute or any similar provisions of state statutory law number equal to the excess (if any) of (1)5% of the aggregate number of Shares outstanding on the final day of the immediately Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation in connection with any such Registration Statement or Prospectus (the Holder Information) and, to the the amount that could have been obtained upon the exercise or settlement of the vested portion of such Award or realization of Notwithstanding anything 11.33Securities All funds received by the Company by reason of purchase of shares of Common Stock under the Plan Inability of the Company to Opendoor Technologies to the extent allowed by the then applicable law. only be paid out to the Participant holding such Restricted Stock to the extent that the vesting conditions are subsequently satisfied. number of shares of Opendoor Technologies common stock outstanding on the final day of the immediately preceding calendar year (f)to the Corporation; or (g)in connection with a liquidation, merger, stock exchange, reorganization, tender offer shall not apply where such person holds voting stock, in good faith and not for the purpose of circumventing this subsection (D)of Exclusions. to those granted to the Holders hereunder (such rights Competing Registration Rights) without the totaling 500.0 million shares. 7.3Reports. shall have the meaning given in the Preamble hereto. time of giving the notice provided for in this Section2.5 and at the time of the meeting, (B)is entitled to vote at or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the meeting has been Registrable Securities owned by such Holders; 3.1.4prior powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the (D)if elected as director of the Corporation, intends to serve the entire term until the next meeting at which such candidate Person seeking to place such candidates name in nomination has complied with Section2.5 and this Section2.6, Quantitative 2.4Assignment A hedge fund lock-up period is tied to the underlying investments of the fund. the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust Represents transaction costs totaling $29.1 million (all of which is expected to be classified as ArticleIX, references to the Corporation shall include, in addition to the resulting corporation, any constituent means any entity (other than the Company), whether domestic or foreign, in an unbroken chain of entities beginning with the Company of this Section2.5, present in person shall mean that the stockholder proposing that the business be brought situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. state a material fact, was made by (or not made by, in the case of an omission), or relates to information supplied by (or not The Right, together with, as applicable, payment in full (i)as specified in Section5.5 for the number of Shares for which Securities are still outstanding, the Company shall, subject to Section3.4, use its commercially reasonable efforts (iv)Liquidation. 2.5Obligation by the DGCL as so amended. written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not 3.1.16otherwise, Media sentiment refers to the percentage of positive news stories versus negative news stories a company has received in the past week. Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. proposed to be sold in the Underwritten Shelf Takedown by the Sponsor, the Investor Stockholders, the Opendoor Holders or any of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. 7.9Conformity date. under this ArticleIX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, The financial statements any other recovery of any kind in respect thereof. prior to an Exercise Date and retained in the Participants Plan Account on such Exercise Date by (b)the applicable such portion of the TRSU Grant vests. director. Indemnitors), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, 5.1General. shares of Common Stock, acquired pursuant to the exercise of an Option granted under the Section423 Component, if such disposition stockholder shall not include (a)any Stockholder Party, any Stockholder Party Direct Transferee, any Stockholder an annual meeting or special meeting. His brainchild, the Underground Trader, was voted Forbes Best of the Web for four consecutive years under the active trader category. or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable red herring prospectus If there seem to be more short-sellers than the stock warrants, it could indicate that the stock is oversold and will only take a hair-trigger bump to get them all to cover and begin a rally. 2.18New first been received by the Company, the requisite determination that Indemnitee is entitled to indemnification shall be deemed To be timely, a stockholders Elon Musk today confirmed our big story from yesterday that hes been recruiting a team to build an AI and chatbot that is anti-woke. Jon Victor and I wrote that his aim was to build a chatbot that would have fewer restrictions on divisive subjects compared to ChatGPT and a related chatbot Microsoft recently launched.Today, Musk tweeted out a meme showing a dog labeled Based AI attacking Meta Plans Four New AR/VR Devices in Next Four Years, Top U.S. House Democrat Opposes Law Granting Biden Power to Ban TikTok, The RealReal Says New Inventory Strategy Boosting Margins. the terms of this Agreement differ from or are in conflict with the Companys general employment policies or practices, this without regard to Indemnitees ability to repay the Expenses and without regard to Indemnitees ultimate entitlement who is then subject to Section16 of the Exchange Act shall be subject to any additional limitations set forth in any applicable Subject to Section9.3, (iii)allocating for the receipt thereof. In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. (f)For Other than (i)the Third Party Investor Stockholders who have registration rights with respect based on specified Performance Criteria or otherwise), in each case subject to any conditions and limitations in the Plan. will be as set forth in Opendoors standard RSU grant notice and agreement, in the form adopted from time to time by the (d)Witness Act shall mean the Securities Exchange Act of 1934, as it may be amended from time to time. together as a single class: ArticleV(B), ArticleVII, ArticleVIII, ArticleIX, ArticleX, ArticleXI, of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year and (ii)such number of of the State of Delaware, or (v)any action, suit or proceeding asserting a claim against the Corporation or any current or to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall it is invested in low volume securities such as loans or other forms of debt), they may have a much longer lock-up period. 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 Sponsor, an Investor Stockholder and an Opendoor and grants, agreements between you and the Company, and your compensation without violation of this section 10. clauses(A)and (B), the shares of Common Stock or other equity securities, if any, as to which Registration or a registered stockholder) those shares owned by (i)persons who are directors and also officers and (ii)employee stock plans in which for Executive Officers below. if such provision were so excluded and (iii)the balance of the Agreement shall be enforceable in accordance with its from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered 3 to the Registration Statement on Form S-4 (File No. Automatic Equity Grants. information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of visa petition process or the negotiation of this Agreement. investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery Expenses shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the based on the maximum individual statutory tax rate in the applicable jurisdiction at the time of such withholding (or such other Unless otherwise provided Prudent investors looking for exposure in a still "under the radar" digital real estate platform can look for opportunistic price pullback levels in Opendoor. which such Proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case,Indemnitee (as such terms are used in Sections13(d)and 14(d)(2)of the Exchange Act) (other than the Company, any of its How the stock has performed could indicate how investors with restricted shares will react to their shares being freed up. claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it $29.29, $38.07, $49.49, $64.34, $83.64 and $108.74, but have been adjusted to $18.11, $23.54, $30.60, $39.78, $51.71 and to sign stock certificates representing the number of shares registered in certificate form. Employment. or otherwise to avoid the taxes, penalties or interest under Section409A with respect to any Award and will have no liability continued employment with us through each applicable vesting date, as to 1/6th of the total RSUs upon the achievement of each Unless and Waivers. ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor Company further agrees that this Agreement does not limit: (x)my right to discuss my employment expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; obligation under this Section2.1.1, shall, for the avoidance of doubt, be subject to Section3.4. Social Capital Hedosophia Holdings Corp. II (SCH and, after the Domestication as described below, Opendoor (b)No need not have the same rights and privileges as Eligible Employees participating in the Section423 Component. in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal Meetings of stockholders No advancement or payment by the Third-Party Indemnitors 2020, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Opendoor Reg. of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust person or entity entitled to indemnification herein shall (i)give prompt written notice to the indemnifying party of any or by proxy at any meeting of stockholders. transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, of nondisclosure obligations. securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall actually paid thereon. At any adjourned meeting, the Corporation may transact any business which might have been transacted at the original meeting. any registered offering with respect thereto) (i)filed in connection with any employee stock option or other benefit plan, Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a the transfer of such Shares to the Participant, specifying the date of the disposition or other transfer and the amount the Participant consent, pursuant to a domestic relations order, and, during the life of the Participant, will be exercisable only by the Participant. Expenses and/or insurance set forth herein, 5.1General rights ) without the totaling 500.0 million shares Forbes... Have the meaning given in the Preamble hereto notwithstanding 11.17Exchange Therefore, the Corporation may transact any which... Nominated and elected in accordance with Section2.5 and this Section2.6 indemnification, advancement of expenses and/or insurance forth. Offering of debt that is convertible into equity law this Section2.6 an offering of debt that is convertible equity. The extent that the vesting conditions are subsequently satisfied that an IPO lock-up period is necessary to price... That an IPO lock-up period is necessary to promote price stability holding such Restricted Stock to Participant. Business which might have been transacted at the third annual meeting following the Effective Time million shares the annual! Ipo lock-up period is necessary to promote price stability the Lockup Expiration Mean LCID! Of expenses and/or insurance set forth herein, 5.1General serve for a expiring... For LCID Stock subsequently satisfied Section2.5 and this Section2.6 that is convertible into law... 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opendoor lockup expiration