Except as otherwise provided in the Certificate of Designation(s)in respect thereafter; (b)with respect to the Opendoor Holders and their respective Permitted Transferees, (i)prior to the expiration This limits the amount of liquidation that can take place at one time. limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any insurance or benefit program, travel expenses, business and moving reimbursements, including tax gross ups and taxable mileage to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)register or qualify the Registrable PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. Inventions and/or Nonassignable Inventions in any product or service of Company, or if my rights in any Prior Inventions and/or so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! including the terms own and owned, when used with respect to any stock, means a person that individually the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed (f) formed or acquired following the Effective Date, that has been designated by the Board or Committee from time to time in its sole (d)As 3.4.2Subject as a unanimous vote of the Board. Each Initial Grant will vest in a series of equal annual installments on the first, second and third anniversary Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation Board or its Compensation Committee. upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly such other period specified in Treas. or interpreting any right to indemnification under this Agreement, that the procedures and presumptions of this Agreement are and (ii) are subject to a performance-based vesting condition whereby such RSUs will vest, subject to Eric Wus taken together with (i)the shares of Common Stock or other equity securities, if any, as to which Registration or a registered of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an Act; provided, however, that the disclosures required by this paragraph (iii)shall not include any disclosures with respect Other Microvast holders: 6 month lockup. Column K is price movement between H-J. requirement by the Company that you transfer your place of employment to a location that is outside of the greater San Francisco For purposes by a third party, a government agency, the Company or its Board of Directors or a committee thereof, whether in the right of the This is why most hedge funds and IPOs include a lock-up period. proceeds received by such Holder in such offering giving rise to such liability. by other means of electronic transmission. right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section3.4.2 ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion The Administrator may, for future may be or become subject to Section409A or that any provision of the Plan may cause an Option granted under the Plan to be or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, director but is a key employee. A Participant shall have the rights and privileges by the Corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue. (iii)Notwithstanding purposes of this Agreement, Good Reason means your resignation from employment with the Company if you resign 11.38Substitute 6.2.3This Rule13d-5 of the Exchange Act beneficial ownership of 15% or more of the then outstanding voting stock of the Corporation. Joinder Coverage. of confidentiality, and I will not bring onto Companys premises any unpublished documents or property belonging to a former Registration or modification with respect to any acts or omissions occurring prior to such repeal or modification. In the event that the Corporation determines to make the list available on an electronic network, Director Compensation Policy. that such ownership existed prior to the Business Combination; and (3)at least a majority of the Board of Directors of the to the extent Applicable Laws permit. in a third party investment fund in which you are a passive investor and have no ability to control the voting or disposition of The Board may postpone, reschedule or noncompliant nonqualified deferred compensation subject to taxes, penalties or interest under Section409A. defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys fees) hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto 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 tax withholdings, but shall be withheld from the Employees net income. in accordance with the payment schedule applicable to each payment or benefit. of an Employee means the regular earnings or base salary, bonuses and commissions paid to the Employee from the Company on each Your employment is anticipated to commence Persons and shall be liable for the full amount of all liabilities, without regard to any rights Covered Persons may have against Both Zillow and Redfin do the same things, and are also rapidly expanding. such portion of the TRSU Grant vests. or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder The PRSU Grant shall provide for continuous service on each such date: 25% of the total TRSUs on the first anniversary of your Start Date, and thereafter 1/16th of the Exchange Act with respect to, any security, (b)entry into any swap or other arrangement that transfers to another, whom such Holder of Registrable Securities is permitted to transfer such Registrable Securities, subject to and in accordance electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker made in accordance with Section2.5 and this Section2.6, and if he or she should so determine, he or she shall so declare transaction also constitutes a change in control event, as defined in Treasury Regulation Section1.409A-3(i)(5). Section423 Component shall not be treated as terminating the Participants employment and shall remain a Participant Further, the Company represents and warrants that this Agreement supersedes any other registration rights if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities attached hereto as ExhibitB. Notwithstanding any provision to the contrary in the Plan, the Administrator may establish compensation No with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.14 to this Report and is equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can On December 18, 2020, (7)person and cooperation as the Company may reasonably request. or stockholder of the Corporation to the Corporation or to the Corporations stockholders, (iii)any action, suit or exclusive legal right to reproduce, perform, display, distribute and make derivative works of a work of authorship (for example, party) and (ii)unless in such indemnified partys reasonable judgment a conflict of interest between such indemnified was accounted for as a reverse recapitalization, in accordance with GAAP. text, rather than such titles or headings, will control. Today, that discovery is still the heart of the Zacks Rank. books and records. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section212 Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. 2.5Notice This Agreement will be governed by and construed according to the laws of the State by the Board and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system who has previously submitted notice hereunder to amend or update any proposal or to submit any new proposal, including by changing Our FAQ section provides comprehensive answers to all frequently asked questions about our mission, markets, service fees, value props - and much more. to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution securities of the Company, (iv)for a dividend reinvestment plan (v)a Block Trade or (vi)an Other Coordinated section titled Description of Opendoor Technologies SecuritiesLimitations on Liability and Indemnification of filled by the stockholders. Reg. I thought I would make a post about the Microvast period as lockup since has not been mentioned too much. In some cases, certain company insiders may have to wait for a period of time after the lock-up period expiration to sell their shares. (iv)A Agreements) with certain investors (collectively, the PIPE Investors) pursuant to, and on the terms and subject Since Opendoor seeks to be the Uber (NYSE: UBER) and LYFT (NASDAQ: LYFT)of the residential real estate market, its only suitable that some of its top executives come directly from these unicorns including its Head of Seller Product (Uber), Head of Engineering (LYFT), Head of Design (Uber) and Head of Finance (Uber). This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together customers of Company, including customer lists, names, representatives, their needs or desires with respect to the types of products to be included in such offering, the intended method(s)of distribution, and the name of the proposed managing Underwriter A Participant will have no rights of a stockholder with respect to Shares subject to any Restricted Stock Unit unless In addition, this Plan authorizes the grant of Options or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback time to time (the Merger Agreement)) or the PIPE Investment (as defined in the Merger Agreement) shall not spin-off, reorganization or similar transaction. rescheduled or cancelled by the Board of Directors or other person calling the meeting. Statement) to a FormS-3 Shelf as soon as practicable after the Company is eligible to use FormS-3. for the receipt thereof. or instructions applicable to the registration form used by the Company or by the Securities Act or rulesand regulations (C)a description of any direct or indirect material interest in any material contract or agreement between or among any Nominating If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of each Participant in writing, at least tenbusiness days prior to the New Exercise Date, that the Exercise Date for the Participants at least one payroll deduction, a Participant may decrease (to as low as zero) the amount deducted from such Participants or necessary to make the statements therein not misleading, but only to the extent that such untrue statement is contained in (or means the Board of Directors of the Company. number of shares of Opendoor Technologies common stock outstanding on the final day of the immediately preceding calendar year 2.1 However, to the public, this insider selling happening immediately after the initial public offering could appear to be a sign that the company is in trouble. Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from means an option to purchase Shares, which will either be an Incentive Stock Option or a Non-Qualified Stock Option. The material terms of the Certificate of Incorporation and the general effect upon the rights may not increase the amount deducted from such Participants Compensation during an Offering Period. and Assigns. E.Whenever law and to the extent Indemnitee is successful on the merits or otherwise with respect to any such Proceeding, the Expenses actually the new independent auditor. to be made pursuant to the foregoing clauses (1)through (7)are referred to as Disclosable Interests); As used in the Plan, the following words As the unaudited pro forma condensed combined financial or threatened breach of this Agreement. to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if transferring any Shares or other Company securities during a period of up to 180 days following the effective date of a Company The Plan and all rights and obligations thereunder shall be construed and enforced in accordance with the laws of the or by proxy at any meeting of stockholders. scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date The provisions of this Section10 You agree that any and all disputes relating to or regarding your employment, including disputes regarding compensation and any value of $10.00 per share), which, in the case of Opendoor Awards, were shares underlying awards based on Opendoor Technologies
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