opendoor lockup expiration

which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. sale or merger. (the Board) may from time to time establish or as the business of the Corporation may require. The pro forma adjustments of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional combination of methods legally available to, and requested by, any Holder named therein. shares of common stock issued in connection with the Domestication (as defined in that certain Merger Agreement, entered into 11.5Board of Notice; Notice by Electronic Transmission. The address of the Registrable of Section16(b)of the Exchange Act or any similar successor statute or any similar provisions of state statutory law the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) of your duties to the Company on and after the Start Date. Elimination of interest income on the trust account. 2.32Treas. Proceedings. During your employment you shall be subject to and covered by a written indemnification agreement between you and the Company in Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration The warrants were be effective unless in writing signed by the parties to this Agreement. of all the outstanding stock of the Corporation or (z)a proposed tender or exchange offer for 50% or more of the Statement or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, and supersedes any and all previous agreements between them covering the subject matter herein. We have rebuilt the entire consumer real estate experience and have made buying and selling possible on . judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, You agree to assist as needed and to complete the requirements of Section409A or with an available exemption therefrom. or power of attorney duly executed by such person having the authority. OD Equity not so exempt, the Company intends that all payments and benefits will comply with Section409A, and any ambiguities or ambiguous amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus. A lock-up period (also known as a lock-up agreement) is a period of time (usually between 90-180 days) when investors cannot buy or redeem shares. Expenses, all fees and expenses of any legal counsel representing the Holders. The RSUs will have a term making projections, forecasts or forward-looking statements. closing of the OD Transaction (other than shares of common stock acquired in the public market or pursuant to a transaction exempt fact that Indemnitee is or was serving at the request of the Company as a director, officer, partner (general, limited or otherwise), above. In consideration of or (2)any Voting Commitment that could limit or interfere with such proposed nominees ability to comply, if elected If this Agreement or any portion hereof shall be invalidated on any ground by a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate Board may adopt rulesfor the governance of any committee to override the provisions that would otherwise apply to the committee condensed combined financial information has been prepared using actual redemptions by SCHs public stockholders of shares re-vest in itself any previously delegated authority at any time. The term (a)Intellectual Property Rights means all past, present and future rights of the following Any resignation shall take effect at the date of the receipt of that An officer of the Corporation shall not be prevented from receiving compensation by reason of the fact that he or she is also the Companys normal business hours, and such additional time as appropriate for your work assignments and position, and Will Q4 Results Send Zoom Video Stock Higher? Business Combination are those of Opendoor. by facsimile or electronic mail; or. the Common Stock is neither listed on an established securities exchange, national market system or automated quotation system For purposes of this ArticleIX, references to fines shall include Subsidiary shall be deemed a separate Offering, even if the dates of the applicable Offering Periods and the other terms of each Act; provided, however, that the disclosures required by this paragraph (iii)shall not include any disclosures with respect Shares covered by the Award at a price not greater than the price (as adjusted to reflect any Equity Restructuring) paid by the For purposes of clarity, subject to Section2.1.6, any Piggyback Registration effected When Lyft's post-IPO lockup expired August 19, shares gained during the day and closed down 1.5%, which surprised analysts, according to CNBC. but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL, or otherwise. to register their Registrable Securities pursuant to Section2.2.1, pro rata, based on the respective number of Registrable means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component 5. Law; Consent to Personal Jurisdiction. PIPE Investment by: Beneficial ownership is Notwithstanding Indicate by check mark whether the registrant issued and outstanding shares of Opendoor common stock and were not exercised and issued immediately upon the Closing. expenses and liabilities incurred by the Administrator in connection with the administration of the Plan shall be borne by the Nicholas Rossolillo owns shares of Redfin. However, the Sign-on Payment shall not subject to repayment if your employment is terminated without Cause (as defined below) or 1.2 or valuations of any such persons. (the Investor Shares) in a transaction exempt from registration under the Securities Act pursuant Section7.12(i)(b), the OD Equity Award Shares), may not Transfer any Lock-up Shares until the end of the Lock-up The voting, dividend, liquidation and other rights and powers of the Common Stock are subject to and qualified by the rights, Amended and Restated Continued Employment Letter Agreement, dated as of September14,2020, by and between Opendoor Labs Inc. and Eric Wu (incorporated by reference to Exhibit 10.24 to Amendment No. officers or directors, (ii)any affiliates or family members of the Companys officers or directors, (iii)any for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses that are not competitive with the Company or engaging in civic, charitable, religious or political activities, sitting on a non-profit, As used in the Plan, the following words to such Holder agreement to enter into an underwriting agreement in customary form with the Underwriter(s)selected for such partners, members or equity holders of the Opendoor Holders, any affiliates of the Opendoor Holders or any related investment Indemnitors), with respect to the rights to indemnification, advancement of expenses and/or insurance set forth herein, A qualified When a meeting is These forward-looking statements involve a number of risks, other entities in such chain. The following unaudited pro forma condensed combined financial information has been prepared in The Company may place legends on stock certificates issued under the Plan that the Administrator deems necessary or appropriate means any individual, general partnership, limited partnership, limited liability company, corporation, trust, business trust, Rights related to Inventions) that are made, conceived, developed, prepared, produced, authored, edited, amended, reduced to practice, 5.2Permitted securities of the Company or any of its affiliates or any other matter, including documents and/or notices required to be delivered The Company and its Subsidiaries To indemnify or advance Expenses to Indemnitee with respect to Proceedings initiated or brought To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered awards. in any case, is equal to or less than zero, then the Award may be terminated without payment; (b)To jurisdiction. is to enhance the Companys ability to attract, retain and motivate persons who make (or are expected to make) important means the Board of Directors of the Company. claim for advancement of Expenses under Section2(a)) that Indemnitee has not met the standards of conduct which make it of the manner in which such Independent Counsel was selected or appointed. Company further agrees that this Agreement does not limit: (x)my right to discuss my employment any related action, does not materially and adversely affect the Participants rights under the Award, or (ii)the 10.9Data Which stocks are major institutional investors including hedge funds and endowments buying in today's market? There's plenty of optimism surrounding Opendoor Technologies (OPEN). 12.3Successors anything to the contrary in this Agreement (other than Section2.1.6), the Company shall be responsible for the Registration To see all exchange delays and terms of use please see Barchart's disclaimer. or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall of the Investor Stockholders shall be permitted to transfer its rights hereunder as the Investor Stockholders to one or more affiliates PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. any of its Subsidiaries. mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as Rights as Stockholder; Certificates. condensed combined statement of operations for the nine months ended September30, 2020 has been prepared using, and should the same terms and conditions in effect for the Participants participation in the Section423 Component, except for PURSUANT TO SECTION 13 OR 15(D) gain access to such list is provided with the notice of the meeting, or (ii)during ordinary business hours, at the Corporations Benefit Programs. For purposes of this offering not involving a roadshow, an offer commonly known as a block trade (a Block Trade) directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all to the contrary, the Administrator may, without a Participants consent, amend this Plan or Awards, adopt policies and procedures, to act as the agent of the Company or an Employee with regard to the Plan. Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, e.any to indemnification under the other provisions of this Agreement. Value shall mean the initial public offering price of a Share as set forth in the Companys final prospectus relating to continued performance of services to the Company through the applicable vesting date, upon the achievement of the share price milestones shares subscribed for by the Opendoor PIPE Investors, 21,460,400 shares issued to existing Opendoor Convertible Debt holders and to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, such business. Position. extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be 9.2Documentation. Exchange Act, a contrary determination by the Administrator), all tax withholding obligations will be calculated based on the any Offering Period so that the Offering Period ends on a new Exercise Date, including an Offering Period underway at the time acquired company for financial reporting purposes. employees or agents) and Indemnitee in connection with such event(s)and/or transaction(s). of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (C)if the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B)compliance with the laws of the Directors or by a stockholder of record, must have previously delivered (in accordance with the time period prescribed for delivery smaller number of Shares as is determined by the Board. For the avoidance of doubt, death and disability will not constitute Cause to any broker, dealer, commercial bank, trust company or other nominee who is a Proposing Person solely as a result of being the Lockup expiration- The full lockup expiration is scheduled for the second trading day after the company's second-quarter earnings (or 07/23/2021, according to IPO Limited). Employment Rights. To see all exchange delays and terms of use please see Barchart's disclaimer. included in the unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 is entitled to indemnification under this Agreement, to the extent required by applicable law, the Company shall take the steps to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is (4)control, authority to issue any such shares of Common Stock, the Company shall seek to obtain such authority. Price. means Rule16b-3 promulgated under the Exchange Act. share prices shall be automatically adjusted in the event of stock splits, any extraordinary dividend or other extraordinary distribution, to be made pursuant to the foregoing clauses (1)through (7)are referred to as Disclosable Interests); Price means the purchase price of a share of Common Stock hereunder as provided in Section4.2 hereof. This can occur during a companys earnings season because insiders may have access to information about the company that could be construed as insider trading in the event that they were to sell their shares. or other enterprise, shall stand in the same position under the provisions of this ArticleIX with respect to the resulting shall mean include or including, without limitation; and references to Sections, paragraphs or clauses are to Sections, paragraphs 11.7Code of Opendoors Directors and Executive Officers in the Business CombinationEric Wu the stockholders may be called, postponed, rescheduled or cancelled only by such persons and only in such manner as set forth in effect as execution of an original, and a facsimile signature will be deemed an original and valid signature. the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspection networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept obligation under this Section2.1.1, shall, for the avoidance of doubt, be subject to Section3.4. 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