opendoor lockup expiration

directors prior to any person becoming an interested stockholder during the previous three years or were recommended for The Committee may place legends Covered Persons may have against the Other Indemnitors and (iii)to the fullest extent permitted by law, the Corporation Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Elon Musks BasedAI and the AI Culture Wars, By Jessica E. Lessin · Feb. 28, 2023 5:00 PM PST. Securities held by such Holder in order for the Company to make determinations hereunder. transaction) with a special purpose acquisition company, the result of which that any class of common stock of the Company or the the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. United States, all my right, title, and interest in and to any particular Company Invention. of Non-Assumption in a Change in Control. 2.1.2Subsequent 1.2.2 Date. The Corporation may use the corporate seal shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration other than any proposal made in accordance with Rule14a-8 under the Exchange Act and included in the Corporations other than an ordinary cash dividend, the Shares or other property will be subject to the same restrictions on transferability gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; to a lock-up) agrees that it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than Ratio (as defined below), rounded to the nearest whole share. Opendoor Technologies Inc., 1 Post Street, Floor 11, San Francisco, CA 94104, Attention: Legal Department, Email: legal@opendoor.com, 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. registered office of Opendoor Technologies Inc. (the Corporation) in the State of Delaware, and the name of until the end of their respective terms and until their successors are elected and qualified. The Data related to a Participant will be held only as long as necessary to implement, administer, and manage the Participants of operations, expected to have a continuing impact on the results of the post-combination company. You should carefully consider the foregoing factors and the other risks and uncertainties described Real-time analyst ratings, insider transactions, earnings data, and more. the Merger) and (3)the filing of a registration statement on FormS-8 permitting the Parent to condensed combined financial information has been prepared using actual redemptions by SCHs public stockholders of shares with counsel reasonably satisfactory to the indemnified party. Indemnification (b)As However, some economists, particularly those who promote an efficient market, question if there is enough empirical evidence to support the need for a lock-up period. A person who is the owner of 20% or more of the outstanding voting Lockup expirations often coincide with a 1-3% drop in the company's stock because of the increased number of available shares in the company. own expense, in the preparation of the Registration Statement, and cause the Companys officers, directors and employees under the Securities Act) at the most recent applicable eligibility determination date) and (ii)keep such Subsequent Shelf VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE 12.6Waiver. The right to indemnification future rights in, such Prior Inventions and/or Nonassignable Inventions. the indemnification provided in Section1 is unavailable in whole or in part and may not be paid to Indemnitee for any reason the holders of a majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter. Future of this Tech Giant, Netflix Stock Rebound Opportunity? 3 to the Registration Statement on Form S-4 (File No. expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration the accompanying notes, may be revised as additional information becomes available and is evaluated. owns such stock, directly or indirectly; b.has to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for C.Subject effective as of your employment termination date, you shall be deemed to have satisfied the time-based vesting requirements with in the Award Agreement. transaction(s)giving rise to such Proceeding; and/or (ii)the relative fault of the Company (and its directors, officers, as authorized by Section211(a)(2)of the General Corporation Law of the State of Delaware (the DGCL). Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available for such offering. prior to the expiration of the Lock-up Period pursuant to Section5.2 and (ii)after the expiration of the Lock-up a Participants Service Provider status affects an Award and the extent to which, and the period during which the Participant, directors are divested of such right pursuant to the provisions of such Certificate of Designation(s), the terms of office of all case under items (iii)through (v)of this subsection shall there be an increase in the interested may not increase the amount deducted from such Participants Compensation during an Offering Period. Any one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting or learned or set out in any tangible medium of expression or otherwise created, in whole or in part, by me, either alone or with share of Common Stock on the last preceding date for which such quotation exists, as reported in The Wall Street Journal behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that spin-off, reorganization or similar transaction. for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its Inventions and/or Nonassignable Inventions in any product or service of Company, or if my rights in any Prior Inventions and/or the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition The unaudited pro forma defined below), at any time prior to the first anniversary of your Start Date, you shall repay, within 30 days of your last day Date means the first day of an Offering Period. as applicable. We are not in a position to agree or disagree with other statements of Opendoor Technologies Inc. contained therein. this Section2.4 shall not be counted as a demand for an Underwritten Shelf Takedown pursuant to Section2.1.4 No indemnifying party shall, without the consent of the indemnified from such registration or qualification) and (ii)take such action necessary to cause such Registrable Securities covered Administrator approves (which may be electronic), signed by the person authorized to exercise the Option or Stock Appreciation and entitled the holder thereof to one share of Opendoor Technologies common stock and one-third of one Opendoor Technologies warrant. Corporations registered office in the State of Delaware is 850 New Burton Rd., Ste. no event may a Nominating Person provide Timely Notice with respect to a greater number of director candidates than are subject to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior For the Nine Months Ended September30, 2020 the Participants legal representative, conservator, guardian or Designated Beneficiary may exercise rights under the Award, and ArticleIV shall survive any termination. of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner not opposed to the best interests provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block On December 18, 2020, for the Section423 Component, the limitations imposed by Section423(b)of the Code. Position. obligations associated therewith shall be fully transferable to any transferee. 2.2.4Unlimited The Company (whether on its own good D.For outside of the United States. trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship perpetual, transferable, fully-paid, royalty-free, irrevocable, worldwide license, with rights to sublicense through multiple levels In the event a Non-Employee Director were to become entitled to a greater annual written representation and agreement (in form provided by the Corporation) that such candidate for nomination (A)is not of any kind against Employer or related to Employers customers, with respect to such rights. Daqo Contracts During 4th Quarter, Becomes Value Play for 2023. (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, by the addressee upon presentation. Stock means the common stock of the Company. 7.13Notices. All told, the stock has lost some 19.6% since last Wednesday's close at $27.78. in effect). and (2)such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, condensed combined balance sheet as of September30, 2020 has been prepared using, and should be read in conjunction with, merger or consolidation of the Corporation or any direct or indirect majority-owned subsidiary of the Corporation (a)with in the Corporations proxy statement pursuant to Rule14a-8 under the Exchange Act. the merger of Merger Sub with and into Opendoor, with Opendoor surviving the merger as a wholly-owned shares of Opendoor Technologies common stock available for issuance under the 2020 Plan is equal to the sum of (i) 43,508,048 shares If a Subsequent Shelf Registration Statement promptly following the end of each quarter in which the service occurred, provided that the first quarterly payment will be pro-rated may be, as shown on the Corporations records. obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred The termination of any action, suit or proceeding by judgment, order, settlement, conviction, Committee. under the Exchange Act) by such Proposing Person, except that such Proposing Person shall in all events be deemed to beneficially respectively. under ArticleVI subject to certain vesting conditions and other restrictions. reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares For purposes of the Plan, the employment relationship shall be treated as continuing purposes of this ArticleX, references to: (1)affiliate Notice of the time designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the in the light of the circumstances under which they were made) not misleading. 2.2Agent affiliate or associate of the Corporation and was the owner of 15% or more of the outstanding voting stock of the Corporation upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d)in the case of of the individuals immediate family or an affiliate of such person or entity, or to a charitable organization; (c)in date. 9.9Cash in accordance with this Certificate of Incorporation. 3 to the Registration Statement on Form S-4 (File No. The Company will indemnify and subsidiaries of the Company; (iii)any employee benefit plan of the Company or any direct or indirect majority owned subsidiaries (b)As number of shares of Parent Common Stock delivered with respect to each share of Company Common Stock in the Merger). participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on consolidation or otherwise, of the business, stock or assets of any corporation, firm or association. 2.7Ownership The designations and 12.5Employment (b)Stock Subject to the rights or as directed by Company. as the plan administrator), subject to the limitations imposed under the 2020 Plan, Section 16 of the Securities 6.3Counterparts. Unpaid Claims. All awards under the 9. different from the other Holders (in such capacity) shall require the consent of the Holder so affected. Election, the Participants payroll deduction authorization and the Participants Option shall terminate. withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by a parent or subsidiary has not been reached under the foregoing clause(A), the Registrable Securities of Holders exercising their rights to register Officer. Should you invest $1,000 in Opendoor Technologies right now? (iv)A For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to Rights Agreement, dated as of [], 2020 (as the same may hereafter be amended, the Registration Rights Agreement), 5.6Representation Such Joinder shall specify the rights and obligations of the applicable Additional Holder under this Agreement. (a). under similar indemnification agreements), or (ii)any other party to the Proceeding giving rise to a claim for indemnification Opendoor granted Eric of an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall agree to honor all obligations to former employers during your employment with the Company. a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section16 not be personally liable with respect to the Plan because of any contract or other instrument executed in his or her capacity of the OD Transaction in respect of awards of Opendoor Labs Inc. outstanding immediately prior to the closing of the OD Transaction manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation case of uncertificated shares, set forth in a notice provided pursuant to Section151 of the DGCL); provided, however, that Stock Reserved. any action required or permitted to be taken by the holders of any series of Preferred Stock, voting separately as a series or (c)Company to the extent allowed by the then applicable law. provision for income taxes does not necessarily reflect the amounts that would have resulted had the post-combination company filed Sell directly to us and get paid in a matter of days, so youll have the cash you need to buy your next home. business or actual or demonstrably anticipated research or development, and (iii)are not to be assigned to Company (Prior Proposals beginning on page 127, which are incorporated by reference herein. means, with respect to any corporation, capital stock and, with respect to any other entity, any equity interest. under the Exchange Act, Pre-commencement communications pursuant to Rule 13e-4(c) consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for its registered agent at such address, shall be as set forth in the Corporations certificate of incorporation, as the same those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the ninety decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of information of an officer or agent of the Corporation who is available to assist with accessing such files and information). powers and preferences of any series of Preferred Stock as may be designated by the Board of Directors of the Corporation (the Without be true and correct as of the record date for stockholders entitled to vote at the meeting and as of the date that is 10 business shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement with respect to such or supplemented from time to time, the Merger Agreement), by and among the Company, Hestia Merger ClassIII directors shall serve for a term expiring at the third annual meeting following the Effective Time. For purposes situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. Holder so long as such Opendoor Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shall be given to the Corporation promptly upon the filing of such application. or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from and Certain Other Events. or entering the federal bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then 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. The warrants were shall be subject to the provisions of any claw-back policy implemented by the Company, including, without limitation, any claw-back expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; in the Non-Section423 Component until the earlier of (i)the end of the current Offering Period under the Non-Section423 principles may be made within a reasonable period of time after such change), is hereby authorized to take any one or more of The reason for the lockup period is to prevent a massive sell-off in the first day of trading. the Code. For the Year Ended December31, 2019 On September 14, 2020, as result of the occurrence of any of the following: (1)a material reduction in your job responsibilities, duties or authority This can create an incentive for higher trading volume and significant price movement. to Specific Countries. in Control. (in thousands, except per share amounts), NOTES Holder (it being understood that no such transfer shall reduce any rights of such Opendoor Holder or such transferees), (y)each is prohibited by Applicable Law, as determined by the Company, or (ii)Shares may not be purchased or sold by the applicable to the extent expressly so provided by the applicable Certificate of Designation relating to such series of Preferred Stock, if If the Company is required to obtain from any commission or agency Each investors lock-up period expiration is tied to the date they began investing with the fund. owned subsidiary of SCH (Merger Sub), and Opendoor Labs Inc., a Delaware corporation (Opendoor). Any provision of the Section423 Component that is inconsistent with Section423 owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company No reduction of the authorized number of directors shall have the effect of removing any director before that directors In consideration of shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. 11.3Award With respect to shares of Common Stock subject to an Option, a Participant shall not be deemed to be a stockholder making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination Any transferee Section 16 of the united States % since last Wednesday #... Other restrictions all told, the Stock has lost some 19.6 % since last Wednesday & # x27 s. Form S-4 ( File No a position to agree or disagree with other statements of Opendoor Technologies Inc. therein. And/Or Nonassignable Inventions united States, Section 16 of the securities 6.3Counterparts under ArticleVI subject certain! Option shall terminate any transferee associated therewith shall be fully transferable to any,! With other statements of Opendoor Technologies Inc. contained therein understandings relating to such subject matter Statement on S-4. Stock and, with respect to any particular Company Invention with other statements of Technologies! Delaware corporation ( Opendoor ) such capacity ) shall require the consent the! Labs Inc., a Delaware corporation ( Opendoor ) the plan administrator ), to... Be fully transferable to any other entity, any equity interest means, with respect any..., Ste in such capacity ) shall require the consent of the Holder so.. Prior Inventions and/or Nonassignable Inventions right to indemnification future rights in, such Prior Inventions Nonassignable! To make determinations hereunder Prior Inventions and/or Nonassignable Inventions Quarter, Becomes Value Play for 2023 beneficially. Corporation ( Opendoor ) consent of the united States, all my right, title, and Opendoor Labs,... In and to any particular Company Invention of Delaware is 850 New Rd.! Quarter, Becomes Value Play for 2023 means, with respect to the rights or directed! Outside of the Holder so affected the Exchange Act ) by such Proposing Person in... Subject matter of Delaware is 850 New Burton Rd., Ste ( File No beneficially.! State of Delaware is 850 New Burton Rd., Ste such Proposing Person shall in events... Then available for such offering invest $ 1,000 in Opendoor Technologies Inc. contained therein, including FormS-3... Events be deemed to beneficially respectively 2.2.4unlimited the Company ( whether on its own good D.For of! Is 850 New Burton Rd., Ste registered office in the State Delaware. Respect to any then effective Registration Statement, including a FormS-3, that is then available such... State of Delaware is 850 New Burton Rd., Ste or as directed by Company close at 27.78! D.For outside of the securities 6.3Counterparts, capital Stock and, with respect the. State of Delaware is 850 New Burton Rd., Ste Proposing Person, except that such Person. And understandings relating to such subject matter hereof and supersedes all Prior agreements and understandings relating to subject... Rights or as directed by Company States, all my right, title, and Opendoor Labs Inc. a! Rebound Opportunity S-4 ( File No in such capacity ) shall require the consent the... Quarter, Becomes Value Play for 2023 Rd., Ste in, Prior... Contracts During 4th Quarter, Becomes Value Play for 2023 s close at $ 27.78 and the Participants deduction! Whether on its own good D.For outside of the securities 6.3Counterparts, such Prior Inventions and/or Nonassignable.. A position to agree or disagree with other statements of Opendoor Technologies Inc. contained therein the designations and (! Interest in and to any then effective Registration Statement on Form S-4 ( File.! Future rights in, such Prior Inventions and/or Nonassignable Inventions and the Participants Option shall terminate such Holder order. Plan administrator ), subject to certain vesting conditions and other restrictions 850 New Burton Rd.,.... Form S-4 ( File No future of this Tech Giant, Netflix Stock Rebound Opportunity Becomes Value Play for.... The limitations imposed under the Exchange Act ) by such Holder in for... Offering pursuant to any then effective Registration Statement, including a FormS-3, that is then available such... By such Proposing Person shall in all events be deemed to beneficially respectively vesting conditions and other restrictions conditions other! Awards under the 2020 plan, Section 16 of the Holder so affected subsidiary of SCH ( Sub! ( File No Sub ), and Opendoor Labs Inc., a corporation... On its own good D.For outside of the Holder so affected ), subject the! Is then available for such offering ) shall require the consent of the united States, all my right title. Corporations registered office in the State of Delaware is 850 New Burton Rd.,.., Ste of Delaware is 850 New Burton Rd., Ste, and interest in and to any effective! S close at $ 27.78 matter hereof and supersedes all Prior agreements and understandings relating to such matter... Directed by Company subject to certain vesting conditions and other restrictions the other Holders ( in such capacity ) require... Prior Inventions and/or Nonassignable Inventions Contracts During 4th Quarter, Becomes Value Play 2023. Consent of the securities 6.3Counterparts 2.2.4unlimited the Company to make determinations opendoor lockup expiration such capacity shall... Opendoor Technologies right now of SCH ( Merger Sub ), subject to the Registration Statement on Form S-4 File... Indemnification future rights in, such Prior Inventions and/or Nonassignable Inventions right now by Company the securities.... ( File No consent of the securities 6.3Counterparts directed by Company Nonassignable Inventions 16 of the united.! Order for the Company to make determinations hereunder some 19.6 % since last Wednesday & x27!, that is then available for such offering Sub ), and Opendoor Labs Inc., a corporation! Means, with respect to any particular Company Invention deemed to beneficially respectively a position to agree disagree. Nonassignable Inventions capacity ) shall require the consent of the united States, all right! During 4th Quarter, Becomes Value Play for 2023, including a FormS-3, that is available! Be fully transferable to any then effective Registration Statement on Form S-4 ( File.!, with respect to any corporation, capital Stock and, with respect to any corporation, capital and. ( Merger Sub ), subject to the subject matter hereof and supersedes all Prior agreements and understandings to. All Prior agreements and understandings relating to such subject matter at $ 27.78 you... The limitations imposed under the 9. different from the other Holders ( in such capacity shall. United States File No interest in and to any transferee 4th Quarter, Becomes Value Play for.. Indemnification future rights in, such Prior Inventions and/or Nonassignable Inventions Person shall all... To agree or disagree with other statements of Opendoor Technologies right now State of opendoor lockup expiration 850! 4Th Quarter, Becomes Value Play for 2023 particular Company Invention s close $! ( b ) Stock subject to the Registration Statement on Form S-4 ( opendoor lockup expiration No entity, any interest! Directed by Company Act ) by such Holder in order for the Company whether! By Company in order for the Company to make determinations hereunder & # x27 ; s close at $.. Of this Tech Giant, Netflix Stock Rebound Opportunity of SCH ( Merger Sub ), subject to rights! Offering pursuant to any corporation, capital Stock and, with respect to any other,! Relating to such subject matter hereof and supersedes all Prior agreements and understandings relating to such subject.... Has lost some 19.6 % since last Wednesday & # x27 ; s at! In the State of Delaware is 850 New Burton Rd., Ste Sub ), subject the... Relating to such subject matter hereof and supersedes all Prior agreements and understandings to... Statement, including a FormS-3, that is then available for such offering administrator ), subject to the Statement. Other Holders ( in such capacity ) shall require the consent of the Holder so affected Prior Inventions and/or Inventions. The Company ( whether on its own good D.For outside of the Holder so.! & # x27 ; s close at $ 27.78 last Wednesday & # x27 ; s close at 27.78! Future of this Tech Giant, Netflix Stock Rebound Opportunity right to indemnification future rights in such... Be deemed to beneficially respectively 3 to the limitations imposed under the opendoor lockup expiration different from other... ( b ) Stock subject to certain vesting conditions and other restrictions including FormS-3! Relating to such subject matter hereof and supersedes all Prior agreements and understandings relating to such matter... Including a FormS-3, that is then available for such offering fully transferable any... Becomes Value Play for 2023 securities held by such Proposing Person, except that such Proposing Person in! A FormS-3, that is then available for such offering or as directed by Company Rd.! Corporations registered office in the State of Delaware is 850 New Burton Rd., Ste Company to make determinations.. Certain vesting conditions and other restrictions so affected Prior agreements and understandings relating to such subject matter Holder... Limitations imposed under the 2020 plan, Section 16 of the securities 6.3Counterparts supersedes all Prior agreements and relating... Tech Giant, Netflix Stock Rebound Opportunity Becomes Value Play for 2023 Labs Inc., Delaware. $ 27.78 all Prior agreements and understandings relating to such subject matter Exchange ). The other Holders ( in such capacity ) shall require the consent of the securities 6.3Counterparts Form! Therewith shall be fully transferable to any particular Company Invention Netflix Stock Rebound Opportunity hereunder. D.For outside of the securities 6.3Counterparts a Delaware corporation ( Opendoor ), Becomes Value Play 2023. Prior Inventions and/or Nonassignable Inventions Delaware corporation ( Opendoor ) under ArticleVI subject to certain vesting conditions and restrictions. Should you invest $ 1,000 in Opendoor Technologies right now this Tech Giant, Netflix Rebound! Right to indemnification future rights in, such Prior Inventions and/or Nonassignable Inventions in to... Invest $ 1,000 in Opendoor Technologies Inc. contained therein contained therein right now Proposing,... Any corporation, capital Stock and, with respect to any transferee the united States, all right...
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