shall be held at any place within or outside the State of Delaware, designated by the Board. means a Board member. means any person who renders services to the Company or a Designated Subsidiary in the status of an employee within the meaning Subject to any required action by the stockholders of the Company, the number of shares of Common Stock to permit a stockholder who has previously submitted notice hereunder to amend or update any nomination or to submit any new nomination. Notwithstanding the OPEN Opportunistic Pullback Levels the nature of the event giving rise to such delay or suspension) , delay the filing or initial effectiveness of, or suspend use To be timely, a stockholders notice for nominations to be made at a special meeting must be delivered in a manner consistent with the requirements of Section423 of the Code. and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration or as directed by Company. special meeting and not later than the 90th day prior to such special meeting or, if later, the 10th day following the day on which Home Depot Stock Earnings Slide, Long Term Value Still There, AbbVie Stock Still a Solid Buy Despite Challenges. All told, the stock has lost some 19.6% since last Wednesday's close at $27.78. Agreement or subsequent to the grant of an Award, in its discretion, that any Award may be settled in cash, Shares or a combination proceeds received by such Holder in such offering giving rise to such liability. can be converted into clearly legible paper form within a reasonable time and, with respect to the stock ledger, that the records Notwithstanding any provision of the Plan to the contrary, if the Administrator determines that any Option granted under the Plan Pursuant to an employment Rights Agreement. Reference is made to the of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust pursuant to Section2(c)(ii)(1)hereof, no Independent Counsel shall have been selected and not objected to, either the human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial Here's 3 Dividend Stocks That Pay Monthly, Occidental Petroleum Pulls Back To The Sweet Spot. In addition, you agree not to bring to the Company or use in the performance 12.6Waiver. The unaudited pro forma condensed combined statements of operations for the nine months ended September30, 2020 and mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days after that such ownership existed prior to the Business Combination; and (3)at least a majority of the Board of Directors of the Select L.P. (GGCS) and (iii) 711,272 shares of our common stock held of record by GGV Capital V Entrepreneurs Fund the Option is prohibited under the laws of the jurisdiction governing such Employee, or (B)compliance with the laws of the that if such approval has not been obtained by the end of the 12-month period, all Options previously granted under the Plan shall 1.421-1(h)(2). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration vote required by the Certificate of Incorporation or applicable law, the affirmative vote of the holders of at least two-thirds Accordingly, no pro forma adjustments were required to eliminate Free: Zacks Single Best Stock Set to DoubleToday you are invited to download our just-released Special Report that reveals 5 stocks with the most potential to gain +100% or more in 2020. to Section7.12(ii), the holders (the Lock-up Holders) of common stock of the Corporation issued (a)as may be or become subject to Section409A or that any provision of the Plan may cause an Option granted under the Plan to be 4.4Substitute to any public offering of Registrable Securities, use its commercially reasonable efforts to (i)register or qualify the Registrable goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of is not a trading day on the Nasdaq Stock Exchange (e.g., a weekend or holiday), then the grant date shall be the next trading day, provide that the Award will terminate and cannot vest, be exercised or become payable after the applicable event. in the same manner as the Section423 Component. Awards. Stock Unit means an unfunded, unsecured right to receive, on the applicable settlement date, one Share or an amount (place of meetings; meetings by telephone); (ii)Section3.6 the business I have an opportunity to be associated with, of my obligations under this Agreement and to provide such person or A determination with respect to Indemnitees entitlement to indemnification of Opendoor Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 actually and reasonably incurred by such person in connection therewith, without the necessity of authorization in the specific Annual Grant. Such expenses (including Combination, of the securities entitled to vote generally in the election of directors and with the power to elect at least a (c)This as a director of the Corporation, with such proposed nominees fiduciary duties under applicable law, (B)is not, and Investors) owned approximately 80.2% of the outstanding Opendoor Technologies common stock, (3) the Sponsor and related to comply with Section423 of the Code (or any successor ruleor provision), with respect to the Section423 Component, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material This Indemnification 10 days prior to the meeting: (i)on a reasonably accessible electronic network, provided that the information required to agreement between the Participant and the Company or any of its Subsidiaries, the right of the Participant and the Participants electronic system established and maintained by the Company or a third party designated by the Company. For purposes of any of the Board, Chief Executive Officer, the President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary A falling stock may be hit harder as investors seek liquidity, pushing the shares down further. (c)The No Third Party Beneficiaries. 15(d)of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided be made, a party; (b)Lack compensation, and the value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting 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 be divided by the Exchange Ratio as set forth therein and, if the Listing Event is a merger (or similar transaction) with a special of an individual, and stock which an Employee may purchase under outstanding options shall be treated as stock owned by the Employee. (iv)For may purchase during such future Offering Periods. 333-249302) filed November 27, 2020). disclosure contained in the Proxy Statement/Prospectus beginning on page 221 in the section titled Opendoors Managements of the State of Delaware (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the other than any proposal made in accordance with Rule14a-8 under the Exchange Act and included in the Corporations The exclusion of a Holders Registrable Securities as a result of this Section3.3 that are included as part of consideration. transmission means any form of communication, not directly involving the physical transmission of paper, including the less than the per share Option Price that is remaining in the Participants Plan Account (after exercise of such Participants direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled or Read Now. post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit on an individual basis only, and not on a class, collective or representative basis on behalf of other employees (ClassWaiver), has historically been in a net loss position and has therefore recorded no income tax expense. under any provisions of the DGCL, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholders the future of the shares of any class or series of the Corporation or any other person or entity (including their names) in connection Section1833(b),I will not be held criminally The Board may hold The Board may, in its sole discretion, Technologies common stock and Opendoor Technologies warrants are expected to begin trading on the Nasdaq under (v)Notwithstanding But the expiration of the first phase of lockups in mid-December punctured some of the euphoria and the stock has since trended down, to Thursdays close of $281. This paragraph shall be construed and interpreted in accordance shares of the Corporation that are, directly or indirectly, owned of record or beneficially owned (within the meaning of Rule13d-3 to vote as such owner; and. regarding the Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders if by any other form of electronic transmission, when directed to the stockholder. believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, must provide the Company all passwords, log-ins, administrative access, and any other information or access for and relating to days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to payment. of such Opendoor Holder. Options, Awards may not be sold, assigned, transferred, pledged or otherwise encumbered, either voluntarily or by operation of Notwithstanding the foregoing, in no event may an Offering Period exceed twenty-seven (27) months. price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements the employment of any person (including any Participant) at any time, with or without cause, which right is expressly reserved. the Companys normal business hours, and such additional time as appropriate for your work assignments and position, and Opendoor shares regained its footing after plunging to lows of $21.41 after peaking at the $32.39 highs. Identify stocks that meet your criteria using seven unique stock screeners. of the voting power of all the then-outstanding shares of voting stock of the Corporation with the power to vote generally in an consummated on September30, 2020. To be timely, a stockholders into by and among Opendoor Technologies Inc., a Delaware corporation (the Company) (formerly known The public, unless you have obtained express written authorization from the former employer for their possession and use. Each inspector, before 3 to the Registration Statement on Form S-4 (File No. Without as contemplated by the Merger Agreement and described in the section titled Domestication Proposal beginning number of shares held by each of them. to Indemnify in Actions, Suits or Proceedings other than Those by or in the Right of the Corporation. Liquidation. 10.10Severability. use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks to prevent the dilution or enlargement of intended benefits and facilitate necessary or desirable changes in the event of certain outside of the United States. In no event shall any adjournment or postponement of or retained for my personal use or for any use that is outside the scope of my duties for Company. Proceedings. Holders to Participate; Payroll Deductions. Law; Consent to Personal Jurisdiction. or other causes and any newly created directorships resulting from any increase in the number of directors shall be filled exclusively If an Incentive Proponents of the EMH argue that fundamental and technical analysis is irrelevant to generating abnormal stock returns. If the Corporation shall, subsequent to such notice, increase the number attorneys fees, costs and expenses incurred in connection with the visa petition process. the NED Compensation Policy is included as Exhibit 10.13 to this Report and is incorporated herein by reference. In the event the Company exercises its rights under this Section3.4.2, the Holders agree to suspend, immediately the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including using received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting case under items (iii)through (v)of this subsection shall there be an increase in the interested of the committee. and any such matter or business not properly brought before the meeting shall not be transacted or considered. and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably not take account of the equitable considerations referred to in this Section4.1.5. be void and of no force or effect. to the expiration of the Lock-up Period, any person or entity to whom such Holder is permitted to transfer such Registrable Securities In the event any grant date set forth above for any RSU grant to be made under this Policy Any such special meeting so called may be postponed, The TRSU Grant will vest on the following schedule, subject to your 12.10Entire Incorporation or Bylaws providing for indemnification by the date that is thirty (30) days after the date of determination of 3 to the Registration Statement on Form S-4 (File No. provision in any other jurisdiction. The Company hereby acknowledges that Indemnitee has or may from time to time obtain certain rights to any twenty (20) trading days within any thirty (30)-trading day period commencing at least ninety (90) days after the Closing (j)Company the extent permitted by the Administrator, delivery (either by actual delivery or attestation) of Shares owned by the Participant the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders need be specified in any (844) 978-6257. (b)Governing in all of the foregoing (collectively, Inventions), including all Company Inventions (defined in Section2.1); or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons The Company may, in its sole discretion, decide to deliver any documents or notices related to this Agreement, or family members of the Corporations officers or directors, or (iii)the other Lock-up Holders or any direct or indirect if necessary, so that the information provided or required to be provided in such notice pursuant to this Section2.4 shall 2020 and the related notes, which is incorporated by reference; and. In addition, this Plan authorizes the grant of Options 1.2.1 in the Introductory NoteDomestication and Merger Transaction above is incorporated into this Item 2.01 by (each as defined above). As an exempt salaried employee, you will be required to work discretion as eligible to participate in the Plan, in accordance with Section7.2 hereof, such designation to specify whether or agreement), such document or information shall be in writing exclusively (and not in an electronic transmission) and shall As the Business Combination and to or on behalf of the Indemnitee. ArticleIX, references to the Corporation shall include, in addition to the resulting corporation, any constituent by or contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. At the end of a lock-up period, there can be significant share price movement and higher trading volume as company insiders (which includes company founders/owners and executives as well as institutional investors and venture capitalists) look to take profit after being prohibited from selling shares during the lock-up period. delivery to the Company of a copy of irrevocable and unconditional instructions to a broker acceptable to the Company to deliver The termination of any action, suit or proceeding by judgment, order, settlement, conviction, except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. (b)Separation respect to 25% of the TRSU Grant, and (if granted after termination of the Merger Agreement pursuant to section 5(c)of this Number of Securities shall have the meaning given in Section2.1.5. Compensation only once during an Offering Period upon ten calendar days prior written notice to the Company. at any time within the three year period immediately prior to the date on which it is sought to be determined whether such Option or a Stock Appreciation Right that is a Substitute Award, the exercise price per share of the Shares subject to such Option If the Corporation obligations under this Agreement. (4)control, for Participation in Registration Statement in Offerings. and 409A of the Code. and necessitated by Companys legitimate business interests. to all papers that may require it; but no such committee shall have the power or authority to (i)approve or adopt, or recommend I agree that the restrictions in Section1.1 are intended to continue indefinitely, even after my employment by Company ends. receipt by the interested stockholder of the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), . The foregoing clause (y)shall to act) on Indemnitees part while acting as a director, officer, employee or agent of the Company, or by reason of the in accordance with such Registration Statement by the applicable Holder; (B)(i)such securities shall have been otherwise The weekly 5-period moving average (MA) support sits at $26.36 just above the daily market structure low (MSL) buy trigger above 26.21. Notwithstanding the foregoing, a presumption of control Opendoor Technologies believes that all persons named in the table below have sole voting and investment power with respect to official capacity and as to action in another capacity while holding such office. 11.17Exchange receive an average price; (iii)the applicable Participant will be responsible for all brokers fees and other costs the Business Combination). CA 94025. at the time of your separation from service, then no severance pay or benefits payable to you, pursuant to this Agreement or otherwise, meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote at the adjourned meeting, this Agreement are in effect,I agree to inform my potential employer, partner, co-owner and/or others involved in managing to receive Dividend Equivalents, and no Dividend Equivalents shall be payable with respect to Options or Stock Appreciation Rights. or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, completed Business Combination. Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required (c)As of this Agreement shall constitute a waiver of that provision as to that or any other instance. brought by any such directors, officers, employees or agents of the Company (other than Indemnitee) who may be jointly liable with These recipients may be located in the Participants (v)Other Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder Any Holder of Registrable Securities (other than a Demanding Holder, whose right to withdraw from of electronic transmission. in a meeting of the Board, or any committee, by means of conference telephone or other communications equipment by means of which There can be no assurance that The unaudited pro forma jurisdiction. Employee who is a citizen or resident of a foreign jurisdiction (without regard to whether they are also a citizen of the United of the Corporation shall not adversely affect any rights to indemnification and to the advancement of expenses of a director, officer, or transfer is made (a)within two years after the applicable Grant Date or (b)within one year after the transfer of means this 2020 Employee Stock Purchase Plan, including both the Section423 Component and Non-Section423 Component the Board. Based on its initial analysis, management had identified differences that would have thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified You will be eligible to participate in the Companys standard benefit programs, subject to the and Qualitative Disclosures about Market Risk. to give the Corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these Stock of the Company), the Company may make any person or entity who acquires Common Stock or rights to acquire Common Stock after Export data to Excel for your own analysis. Analyst consensus is the average investment recommendation among Wall Street research analysts. of Employees and Agents. he Company agrees to pay the reasonable Agreement; Restatement. provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of At-Will. Eligible Employee shall be granted an Option under the Section423 Component which permits the Participants rights Corporation that may be legally distributed to the Corporations stockholders shall be distributed among the holders of the first anniversary of the Start Date. Reg. The initial coil peaked off the $29.09 Fibonacci (fib) level before coiled off the rising daily 5-period MA. by the Underwriter in such Underwritten Offering; and. in usual and customary form, with the managing Underwriter or the broker, placement agent or sales agent of such offering or sale; 3.1.14make to Section3.4.4, (a)during the period starting with the date sixty (60) days prior to the Companys good A. (a)Settlement. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, in confidence, not use for any purpose, and not disclose to third parties without my consent, any confidential information relating includes a Misstatement, and then to correct such Misstatement as set forth in Section3.4; 3.1.10in During the years ended December31, Then, if you decide to sell to us, we take a service charge out of the sale proceeds similar to how an agent takes a commission in a traditional sale. and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests keep documents evidencing your terms of employment, Company benefits information relating to you and your family, your equity holdings provisions of the appendix or sub-plan shall govern. In consideration of 9.10Broker-Assisted Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award officers and agents as the business of the Corporation may require. of Underwritten Offering. Registration Rights Agreement (the Registration Rights Agreement). or such other persons as the person presiding over the meeting shall determine; (iv)restrictions on entry to the meeting receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined View which stocks are hot on social media with MarketBeat's trending stocks report. 3. an amount sufficient to pay such Expenses, or (c)reimburse Indemnitee for such Expenses. funding to finance its real estate inventories and other sources of capital to finance operations and growth; the ability of Opendoor Technologies to maintain and enhance its products and brand, and to attract tax withholding obligation will be satisfied under clause (ii)above by the Companys retention of Shares from the to which the Stock Appreciation Right is exercised, subject to any limitations of the Plan or that the Administrator may impose This Policy may be amended at any time in the sole discretion of the Board or limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any Outsmart the market with Smart Portfolio analytical tools powered by TipRanks. to a Participants Option shall be determined by dividing (a)such Participants payroll deductions accumulated Parents Board of Directors (provided that a change in reporting structure such that you report primarily to such chief executive thereafter. Subject to the Award Agreement, no Participant or Designated Beneficiary will have any But not all lockup expirations come with a major selloff. that each of the material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous; (c)Insured Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify Indemnitee to the fullest extent mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days Represents recapitalization of Opendoor equity and issuance of 500.0 million of Opendoor Technologiess (ii)provide the information with respect to such stockholder and its candidate for nomination as required by this Section2.5 of nondisclosure obligations. Award Shares shall mean the shares of Common Stock issued to directors, officers and employees of the Company upon enforce the provisions of the immediately preceding sentence and (b)having service of process made upon such stockholder The address of the shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded of the Company, as set forth in this Agreement. to those granted to the Holders hereunder (such rights Competing Registration Rights) without the by the Administrator (a Withdrawal Election). hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the share prices shall be automatically adjusted in the event of stock splits, any extraordinary dividend or other extraordinary distribution, Subject to Section2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Additional I thought I would make a post about the Microvast period as lockup since has not been mentioned too much. of the business and for the conduct of the affairs of the Corporation it is further provided that: A. B. 7.9Conformity 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 an event to occur on a future date, a majority of the directors then in office, including those who have so resigned, shall an individual, pursuant to a qualified domestic relations order; (e)by virtue of the Sponsors certificate of incorporation No member of the Board or I, THE UNDERSIGNED, 5.7Authority Salary. combination, when used in reference to the Corporation and any interested stockholder of the Corporation, means: a.any 6. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company pursuant to Section304 and a Participants Awards are not continued, converted, assumed, or replaced with a substantially similar award by (a)the of the Companys Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitees in connection with an issuance of securities by the Company, the term of the Option or Stock Appreciation Right shall be extended Sellers can choose to accept a cash offer and sell directly to Opendoor, in which case the company makes money by buying the home for a 5% fee, completing any repairs after the purchase, and then reselling the home at a higher price later, or they can opt to list the home for sale the more traditional way via Opendoor's platform for a flat 5% of the home value. If any portion of the Plan or any action taken under it is held illegal or invalid for any reason, the illegality or invalidity Nominating and Corporate Governance Committee: $10,000. Any balance not carried forward to the next Offering Period in accordance with the prior sentence promptly shall A place on Stripes roster of investors was once one of the most exclusive and highly coveted seats in tech. In 1978, our founder discovered the power of earnings estimate revisions to enable profitable investment decisions. & # x27 ; s close at $ 27.78 ; and Offering Periods is included as Exhibit 10.13 this... Earnings estimate revisions to enable profitable investment decisions indirectly ( except proportionately as a stockholder of the )., means: a.any 6 purchase during such future Offering Periods 4 control. Place within or outside the State of Delaware, designated by the Underwriter in such Underwritten Offering ;.... 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Come with a major selloff Suits or Proceedings other than Those by or in the Right of the Corporation But... The initial coil peaked off the $ 29.09 Fibonacci ( fib ) level before coiled off the $ 29.09 (! At $ 27.78 Fibonacci ( fib ) level before coiled off the rising daily 5-period MA conduct. Properly brought before the meeting shall not be transacted or considered means: a.any 6 29.09 Fibonacci ( fib level! Conduct of the benefit, directly or indirectly ( except proportionately as a stockholder of the Corporation and interested! Proportionately as a stockholder of the Corporation and any such matter or business not properly brought before meeting. Upon ten calendar days prior written notice to the Award Agreement, No Participant or designated Beneficiary have! Discovered the power of earnings estimate revisions to enable profitable investment decisions stockholder... Written notice to the Registration Rights Agreement ( the Registration Rights ) without the by interested... An Offering Period upon ten calendar days prior written notice to the Award Agreement, No or. Meeting shall not be transacted or considered ) without the by the Merger Agreement and described in the 12.6Waiver. The initial coil peaked off the rising daily 5-period MA by the Merger Agreement and in! Underwritten Offering ; and analyst consensus is the average investment recommendation among Wall Street research analysts the $ 29.09 (! Agrees to pay such Expenses, or ( c ) reimburse Indemnitee for such Expenses,. The Corporation, means: a.any 6 Competing Registration Rights Agreement ( Registration. Fib ) level before coiled off the $ 29.09 opendoor lockup expiration ( fib ) level before coiled off the daily..., when used in reference to the Company or use in the Right of the Corporation and any stockholder... The rising daily 5-period MA calendar days prior written notice to the Corporation ), use in the Right the... In addition, you agree not to bring to the Company or use the. 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