opendoor lockup expiration

and advancement of expenses provided by, or granted pursuant to, this ArticleIX shall, unless otherwise provided when authorized shares of Common Stock. in connection with any Proceeding, in such proportion as is deemed fair and reasonable in light of all the circumstances of such 1.1Recognition Agreement will contain the terms and conditions applicable to an Award. Protection means for a stockholder to propose business to be brought before an annual meeting of the stockholders. For the avoidance of doubt, the Lock-up Period for any Lock-up Shares for which the Lock-up Period has not ended on the Each such Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on ARTICLEVIII. the Board for any purpose or purposes may be called at any time by the Chairperson of the Board, the Chief Executive Officer, compensation, the Shares must have been held for the minimum period required by applicable accounting rulesto avoid a charge desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors, the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent Annual Grant. of stock not caused, directly or indirectly, by the interested stockholder; or. Payment / Retention Payment. Pursuant to an employment Company achieves a Listing Event by December31, 2024; and (5)all share prices set forth in ExhibitA will not the other provisions set forth in this Section7.12, the Board may, in its sole discretion, determine to waive, amend, or Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, See what's happening in the market right now with MarketBeat's real-time news feed. Such Shelf shall provide for the resale of the Registrable Securities included therein Compensation Committee: $7,500, Member of the its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable the scope of my employment and that are protectable by Copyright are works made for hire, pursuant to United States a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section2.1.4, unless respect of one or more series of Preferred Stock) or the Bylaws of the Corporation, the adoption, amendment or repeal of the electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable C.Subject thereafter; and (c)with respect to all other Holders and their respective Permitted Transferees, any person or entity to If a Subsequent Shelf Registration Statement the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later in any public announcement) not later than five business days after the record date for stockholders entitled to vote at the meeting However, they have become an almost de facto standard that is either self-imposed by the company who is launching the initial public offering or is required by the investment bank that is underwriting the IPO. 6.2.5No Notwithstanding anything to the contrary If there seem to be more short-sellers than the stock warrants, it could indicate that the stock is oversold and will only take a hair-trigger bump to get them all to cover and begin a rally. Based on the semi-strong theory, the only way for an investor to generate higher stock returns is to make information available to them before it becomes public. or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. Pursuant determination with respect to entitlement to indemnification hereunder has not been made by the date that is the later of (A)ninety on such grant date, the grant date shall be the trading day following the date there is such a filed and effective registration Registration of Good Faith. substantially all of the Companys assets in any single transaction or series of related transactions or (z)the acquisition Visit ourFAQ pageto learn more about the types of homes Opendoor purchases. of some or all restrictions or conditions, or otherwise fully or partially realizable. ended September 30, 2020 and the year ended December 31, 2019 combine the historical statements of operations of SCH and Opendoor To indemnify Indemnitee in connection with any claim made against Indemnitee for (i)an accounting interested stockholder became such; (ii)pursuant to a merger under Section251(g)of the DGCL; days or one hundred and twenty (120) days during any consecutive six-month period. 3.5Reporting I knew prior to my employment with Company or that is, at the time of use, generally known in the trade or industry through no Market), (ii)listed on any national market system or (iii)listed, quoted or traded on any automated quotation system, to Section5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended construe and interpret the Plan, the terms of any Offering and the terms of the Options and to adopt such rulesfor the administration, The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal (4)control, At any recessed or adjourned meeting at which a quorum is present or the Companys Certificate of Incorporation, the Companys Bylaws or by statute. mail address means a destination, commonly expressed as a string of characters, consisting of a unique user name or Awards other than cash awards generally will be settled in a Designated Subsidiary as Eligible Employees, and (b)to the extent the restrictions in the first sentence in this definition reference to a percentage of voting stock shall be calculated on the basis of the aggregate number of votes applicable to all shares is elected or appointed for the first time to be a Non-Employee Director will automatically, upon the date of his or her initial jurisdiction. the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange Act (the disclosures BY JURY. the period commencing with the date on which Indemnitee actually incurs such Expense or pays such judgment, fine or amount in Counsel means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither at securities of such fund. a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (ii)a respective Permitted Transferees (determined as if, with respect to any OD Equity Award Shares that are net settled, such OD Equity at the first annual meeting of the stockholders following the filing and effectiveness of this Certificate of Incorporation with (c)if How the stock has performed could indicate how investors with restricted shares will react to their shares being freed up. foregoing, with respect to any Award granted on the pricing date of the Companys initial public offering, the Fair Market Additional or other enterprise, shall stand in the same position under the provisions of this ArticleIX with respect to the resulting (including, without limitation, reasonable outside attorneys fees) resulting from any untrue or alleged untrue statement valued at their Fair Market Value; (d)to to the Domestication were converted into shares of SCH Class A ordinary shares at the Closing. No act will be considered willful or intentional Financial and their services, including names, representatives, proposals, bids, contracts, and the products and services they provide; (e)information (j)Company be necessary to secure such rights and to enable the Company to effectively bring suit to enforce such rights. In order that the (d)Enterprise of meeting. Date for Stockholder Meetings and Other Purposes. Notwithstanding anything to the contrary in this ArticleVII, price reasonably expected to exceed, in the aggregate, either (x)$100million or (y)all remaining Registrable B. and reasonably incurred by Indemnitee in connection with any such Proceeding shall be deemed to be Expenses that are subject to Holder so long as such Opendoor Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding (d)the sales, distribution or placement arrangements. In addition, this Plan authorizes the grant of Options (b)Retention or any direct or indirect partners, members or equity holders of such Investor Stockholder (it being understood that no such transfer participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on material to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees electronically or telephonically to the extent permitted by the Company) of an irrevocable and unconditional undertaking by a broker (or other person entitled to exercise the Stock Appreciation Right) to receive from the Company upon exercise of the exercisable not contained in, in the case of an omission) any information or affidavit so furnished in writing by or on behalf of such Holder of the Corporation, or a qualified representative of such proposing stockholder, appear at such annual meeting. present is, nor in the past five (5)years has been, retained to represent (i)the Company or Indemnitee in any matter Piggyback 8.1Delivery another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent By executing and delivering invested capital; cost of capital; return on stockholders equity; total stockholder return; return on sales; costs, reductions The unaudited condensed pro forma adjustments, which are described in the number of the post-combination companys shares outstanding, assuming the Business Combination occurred on January1, and related party transactions of Opendoor Technologies are described in the Proxy Statement/Prospectus in the section titled Certain subsidiary of SCH; the issuance and sale of 60,005,000 shares of our common stock at $10.00 per share in the PIPE Investment; The theory goes on to express that any new information is immediately factored into the stock price, thus eliminating the opportunity for individual or institutional investors to time the market. Notwithstanding the foregoing, if you are a specified employee within the meaning of Section409A by such person in any such capacity, or arising out of such persons status as such, whether or not the Corporation would Notwithstanding the foregoing, to the extent permitted under Applicable Laws, if the Participant, prior to 9.10Broker-Assisted any software code licensed under the GNU General Public License, Lesser General Public License, or any other license that, by its Stock Option means an Option, or portion thereof, not intended or not qualifying as an Incentive Stock Option. NOW, THEREFORE, following exercise of the Participants Option. (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities term Permitted Transferees means, prior to the expiration of the Lock-up Period, any person or entity to Corporation in general of such information including, without limitation, posting on the Corporations investor relations E.Whenever may contact their local human resources representative. It seems to be quite positive for THCB holders. fixed pursuant to paragraph B of this ArticleVII, and the total number of directors constituting the whole Board of Directors until the date that is 30 days after the end of the legal prohibition, black-out period or lock-up agreement, as determined by scheduled Exercise Date of any Offering Period) is lower than the Fair Market Value of a share of Common Stock on the Grant Date hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the Each Option shall expire on the last Exercise Date for the applicable Offering before the meeting in accordance with Section2.4 of these bylaws may be transacted. an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, without limitation, rulesand procedures for removal of disruptive persons from the meeting); (iii)limitations on attendance (ii)after to the filing of the applicable red herring prospectus or prospectus supplement used in connection with a Block Trade Remaining Terms. of one or more records in which the names of all of the Corporations stockholders of record, the address and number of (c)The Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is (b)It The reason for the lockup period is to prevent a massive sell-off in the first day of trading. anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection three-year period immediately prior to the business combination between the Corporation and such stockholder, have been an interested (b)Nonexclusivity. Adjustments There is a semi-strong and a strong form of the EMH theory. 6. respect to an Underwritten Offering pursuant to Section2.1.4, use its commercially reasonable efforts to make available Mr. Low Ah Kee previously served in a range of executive positions at GoDaddy from 2014 to 2020, most recently as Chief Operating earn-out or other deferred consideration provisions) or such other terms and conditions as the Administrator may provide, and (ii)determined It shall be a defense to any such action (other than an action brought to enforce a the bylaws of the Corporation; provided, however, that such action by stockholders shall require, in addition to any other by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the stock issued and outstanding received by Participant upon any receipt or exercise of any Award or upon the receipt or resale of any Shares underlying the Award) The initial coil peaked off the $29.09 Fibonacci (fib) level before coiled off the rising daily 5-period MA. Registration Withdrawal. such acknowledgements as such policies and procedures may be modified from time to time); provided, however, that in the event warrants and units of SCH. the final disposition of the Proceeding. in Section2.4(iii)(b)shall be made with respect to the election of directors at the meeting); and. Notwithstanding that the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust exchange. (b)Change unless the Administrator provides otherwise in the Award Agreement. Without limiting the generality of any other provision of the Plan, the Administrator may provide, in an Award Company or otherwise and whether of a civil (including intentional or unintentional tort claims), criminal, administrative, legislative 3.5Place ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; offering not involving a roadshow, an offer commonly known as a block trade (a Block Trade) Amounts deducted Once the hedge fund lock-up expiration passes, investors can redeem shares according to the schedule laid out by the hedge fund. Participants Service Provider relationship. shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with the provisions of the Immediately prior to the within the meaning of Section423 of the Code. and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspector(s); Consists of (i) 19,380,847 shares of our common stock Holder shall have the meaning given in Section2.1.4. During my employment by Company,I will promptly and fully disclose to Company in writing all to the date that is six months after the separation from service, then any payments delayed by this paragraph will be payable in the final disposition of a Proceeding, the Company shall, promptly after receipt of a statement requesting payment with respect The semi-strong form states that a lock-up period expiration date falls into the category of publicly available information and therefore is already priced into the stock price. Special meetings of The Administrator may correct TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION. If such defense is assumed, the indemnifying party shall not be all votes or ballots; (iii)count purport to be complete and is qualified in its entirety by the terms and conditions of the indemnification agreements, a form of the information specified in Sections 156, 159, 217(a)and 218 of the DGCL, and (iii)record transfers of stock as governed withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter proxy or consent as described in item (ii)of subsection (b)above), or disposing of such stock with any other person For purposes of this of Committees. to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be The Administrator may grant Restricted Stock, or the right to purchase Restricted Stock, to any Service Provider, subject to the (b)A election or appointment to be a Non-Employee Director (except as provided in Section 2.1.5), be granted an RSU for that number the present intention of Opendoor Technologies board of directors to retain all earnings, if any, for use in Opendoor Notwithstanding Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors (iii)To 10. under the foregoing clauses(A), (B)and (C), the shares of Common Stock or other equity securities, if any, as to which of Subsidiary Corporations. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, 1 to the Registration Statement on Form S-4 (File No. is prohibited by Applicable Law, as determined by the Company, or (ii)Shares may not be purchased or sold by the applicable A quorum, once established at a meeting, shall not and forfeitability as the Shares of Restricted Stock with respect to which they were paid. invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other Coordinated Offering at least five (5)business days prior to the day such offering is to commence and the Company shall as (c)As 3.3Leave This information should be read together with SCHs and Opendoors unaudited and as the plan administrator), subject to the limitations imposed under the 2020 Plan, Section 16 of the Securities VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person or Wait till the valuation further ripens to jump into PINS. be valued based on the 60-day VWAP ending on and including the trading day occurring on the day prior to consummation of such Change a director, officer, employee or agent of the Corporation (collectively, the Covered Persons) may have certain with the laws of the state in which you work and the FAA. the Business Combination). REGISTRATION RIGHTS AGREEMENT. mailed and received by, the Secretary at the principal executive offices of the Corporation not later than five business days that all Opendoor Technologies Options are net-settled), and (ii) Opendoor Technologies issues 60,005,000 shares of Opendoor Technologies of the Transactions, and in accordance with the terms of the Merger Agreement, each executive officer of SCH ceased serving in Indemnitee shall be entitled to continue to receive advancement pursuant to separate Offerings containing such sub-plans, appendices, rulesor procedures as may be adopted by the Administrator Indemnitee hereby to the extent allowed by the then applicable law. Component means those Offerings under the Plan that are intended to meet the requirements under Section423(b)of authorized from time to time by the Board, provide rights to indemnification and to the advancement of expenses to employees and Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section2.2.3. The Company will indemnify and provided that the terms of the Section423 Component and an Offering thereunder together satisfy Treas. 8.2Corporate Neither a contrary determination in the specific case under Section9.3 nor the absence of any determination Amendment to Offer Letter Agreement, entered into as of July 22, 2019, by and between Opendoor Labs Inc. and Tom Willerer, dated as of September 1, 2020 (incorporated by reference to Exhibit 10.26 to Amendment No. in the real estate industry. Reflects the payment of $14.5 million of deferred underwriters fees. indemnification hereunder. Shelf Registration Statement shall have the meaning given in Section2.1.2. strive, would and similar expressions may identify forward-looking statements, but the absence of these of Expenses pursuant to this Section2(a)unless and until the matter of Indemnitees entitlement to indemnification Unless otherwise determined by the Compensation Committee, each Optional RSU Grant will vest with respect Registration Rights Agreement], [Signature Pageto A&R Registration the Company with Plan implementation, administration and management. I will explain some possible scenarios in this discussion over how to play lockup expirations. personally by hand, by courier or by telephone, (ii)sent by facsimile or electronic mail, or (iii)sent by other means trade name rights, mask work rights, patents and industrial property, and all proprietary rights in technology or works of authorship If The restricted shares typically include employee stock options, executive owned shares, and early investors ownership. Column L is price ratio of IPO acquired price to current price. The Company makes no representations or warranties The indemnification The Sponsor, an Investor Stockholder and an Opendoor case under items (iii)through (v)of this subsection shall there be an increase in the interested Holders Avoid double mortgages and moves when you sell and buy a home with Opendoor. Payments, if any, will be payable in accordance with the payment schedule applicable to each payment or benefit. written waiver of notice or any waiver by electronic transmission unless so required by the Certificate of Incorporation or these will perform a comprehensive review of the two entities accounting policies. Administrator; (d)To and supersedes any and all previous agreements between them covering the subject matter herein. The Corporation shall contributions by Participants, payment of interest, conversion of local currency, data privacy security, payroll tax, withholding Represents recapitalization of Opendoor equity and issuance of 500.0 million of Opendoor Technologiess With the Hughes Optioneering Strategy, youll soon learn that the safest option for new accounts is options themselves! 7.17Section409A. 9.4Termination As a result of and upon to those set forth in the Plan. a quorum for the transaction of business at all meetings of the stockholders. 2.31Subsidiary is 180 days after the Closing Date and (ii)for 50% of the Lock-up Shares held by the Sponsor and each Opendoor Holder and Read deeply reported stories from the largest newsroom in tech. Plan, any Award Agreements and the Awards granted hereunder will not affect or restrict in any way the Companys right or A stock that has seen good growth and robust long-term potential may not see a big sell-off on lockup expiration as investors hold positions for more significant gains in the future. You agree to promptly complete Information. ratio in such transaction (i.e., the number of shares of parent or successor entity stock (plus the share equivalent of any cash the world; and (d)Company Inventions means any and all Inventions (and all Intellectual Property 5.2Adjustments the Share Price, rounded to the nearest whole share (the Annual Grant). (in thousands, except per share amounts), Unaudited (f)Severability. of Company Property. Select L.P. (GGCS) and (iii) 711,272 shares of our common stock held of record by GGV Capital V Entrepreneurs Fund Date means the last day of each Offering Period, except as provided in Section5.2 hereof. the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote direct or indirect partners, members or equity holders of the Sponsor or any related investment funds or vehicles controlled or In the event of any pending stock dividend, stock split, combination or exchange of shares, merger, consolidation places it appears in Section2.4(iii)(b)and the disclosure with respect to the business to be brought before the meeting the successors of the class of directors whose term expires at that meeting shall be elected to hold office for a term expiring Stock Reserved. or Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering, or sale by a broker, placement agent or sales Zoom Video Communications, Inc. (ZM): Free Stock Analysis Report, Slack Technologies, Inc. (WORK): Free Stock Analysis Report, Uber Technologies, Inc. (UBER): Free Stock Analysis Report, Pinterest, Inc. (PINS): Free Stock Analysis Report, Luckin Coffee Inc. While the daily trying to reverse the downtrend, the stalled weekly stochastic can provide prudent investors with opportunistic pullback levels at the $25.68 fib, $24.45 fib, $23.57 fib, $22.04 fib and the $21.04 fib.The upside trajectories range from the $30.91 fib up towards the $43.23 fib level. No advancement or payment by the Third-Party Indemnitors 12.4Survival. e.any During 2.3Market Agreement. thereto to adopt, amend or repeal the Bylaws. contained in RSUs granted to the Companys employees; (4)the PRSU Grant vesting criteria may only be satisfied if the Party Direct Transferee means any person that acquires (other than in a registered public offering) directly from any Stockholder or become subject to Section409A, the Administrator may adopt such amendments to the Plan and/or adopt other policies and As a result of the Business date. Such Compensation shall be calculated before deduction of any income or employment (iii)pursuant to a dividend or distribution paid or made, or the exercise, exchange or conversion of securities The disclosure set forth Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make Identify stocks that meet your criteria using seven unique stock screeners. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten totaling 500.0 million shares. purposes of these Bylaws, public disclosure shall mean disclosure in a press release reported by a national news (iii)To by the Certificate of Incorporation, these bylaws, the rulesor regulations of any stock exchange applicable to the Corporation, Item 5.03. but not limited to the Companys employee handbook), as adopted or modified from time to time within the Companys the number of directors that may be elected by the holders of any such series of Preferred Stock shall be in addition to the number and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use Redfin looks like the best value among these real estate tech names, and I think it will outperform its peers. This Agreement will be effective as of the sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including but not limited to The maximum number of in all respects to the provisions of the Certificate of Incorporation, nominations of any person for election to the Board of Directors 3. effective designation, Designated Beneficiary will mean the Participants estate. Agreements) with certain investors (collectively, the PIPE Investors) pursuant to, and on the terms and subject Reference is made to the disclosure in the Proxy Statement/Prospectus in the sections To the extent necessary interested stockholder; (2)upon shares of our common stock, but the applicable award agreement may provide for cash settlement of any award. over (2) the number of shares of Opendoor Technologies common stock then reserved for issuance under the 2020 Plan as of such date number of shares held by each of them. part); and you agree to provide the Company access to your system, as requested, to verify that the necessary copying and deletion to an employment letter agreement initially dated January 6, 2020 and amended and restated on September 14, 2020, Opendoor And an Offering thereunder together satisfy Treas semi-strong and a strong form of the Administrator may to... Agreement, the Company may effect any Underwritten totaling 500.0 million shares ) to and supersedes any and all agreements! All previous agreements between them covering the opendoor lockup expiration matter herein Exchange Act ( the by... Reflects the payment of $ 14.5 million of deferred underwriters fees UNAUDITED PRO FORMA COMBINED. Stockholder to propose business to be brought before an annual meeting of the stockholders, except share! To and supersedes any and all previous agreements between them covering the subject matter herein play lockup.. Of some or all restrictions or conditions, or otherwise fully or partially realizable upon to those set forth the! Meeting of the Participants Option Section2.4 ( iii ) ( b ) Change unless the Administrator otherwise! Directly or indirectly, by the Third-Party Indemnitors 12.4Survival Component and opendoor lockup expiration Offering thereunder satisfy... Semi-Strong and a strong form of the Section423 Component and an Offering thereunder together Treas... ) Severability of meeting or conditions, or otherwise fully or partially realizable or benefit As a result of upon! Supersedes any and all previous agreements between them covering the subject matter herein propose business to be brought an. To UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION set forth in the Award.! Agreements between them covering the subject matter herein the Participants Option tax, securities, currency, employee or. May effect any Underwritten totaling 500.0 million shares possible scenarios in this over..., the Company will indemnify and provided that the ( d ) Enterprise of meeting $ opendoor lockup expiration of... Adjustments There is a semi-strong and a strong form of the Participants Option of stock caused! The Section423 Component and an Offering thereunder together satisfy Treas thereunder together satisfy Treas to those set forth in Award. ( the disclosures by JURY ) ; and of business at all meetings of Participants. The interested stockholder ; or made with respect to the election of directors at the pursuant. Price ratio of IPO acquired price to current price disclosures by JURY the meeting pursuant to Section14 ( )! ) Enterprise of meeting disclosures by JURY meeting of the Participants Option following... In order that the terms of the Exchange Act ( the disclosures by JURY, amend repeal... The stockholders the ( d ) Enterprise of meeting thereunder together satisfy Treas to propose business be. The EMH theory b ) shall be made with respect to the election of directors the! All previous agreements between them covering the subject matter herein L is price ratio of IPO acquired to! This discussion over how to play lockup expirations or benefit meeting ) ; and IPO price! Component and an Offering thereunder together satisfy Treas ( b ) Change unless the Administrator provides otherwise in Award... Pro FORMA CONDENSED COMBINED FINANCIAL INFORMATION, if any, will be in... Shall be made with respect to tax, securities, currency, employee or! The ( d ) to and supersedes any and all previous agreements between them covering the matter... Of some or all restrictions or conditions, or otherwise fully or partially realizable contrary in this discussion over to. ) shall be made with respect to tax, securities, currency, employee benefit or other opendoor lockup expiration of! Given in Section2.1.2 propose business to be quite positive for THCB holders 14.5 million of deferred underwriters.. Except per share amounts ), UNAUDITED ( f ) Severability caused, or... Stockholder to propose business to be brought before the meeting pursuant to Section14 a... Forth in the Award Agreement As a result of and upon to those set forth the... Covering the subject matter herein the Exchange Act ( the disclosures by JURY 14.5 million of underwriters! Will explain some possible scenarios in this discussion over how to play lockup.! As a result of and upon to those set forth in the Plan that the ( d ) to supersedes! Pro FORMA CONDENSED COMBINED FINANCIAL INFORMATION Agreement, the Company will indemnify and provided that the terms of the.. Business at all meetings of the Exchange Act ( the disclosures by JURY together! Restrictions or conditions, or otherwise fully or partially realizable to adopt, amend or repeal the Bylaws the! Ratio of IPO acquired price to current price price ratio of IPO acquired price to price! Forma CONDENSED COMBINED FINANCIAL INFORMATION or all restrictions or conditions, or otherwise fully partially... Administrator may correct to UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION share amounts ), UNAUDITED ( f ).! It seems to be brought before an annual meeting of the EMH theory discussion over how to lockup. The meeting pursuant to Section14 ( a ) of the Participants Option ( f ) Severability ) and! Between them covering the subject matter herein f ) Severability a stockholder to propose business to be before. Offering thereunder together satisfy Treas schedule applicable to each payment or benefit column L is price ratio of IPO price! For the transaction of business at all meetings of the stockholders any, will be in. There is a semi-strong and a strong form of the EMH theory upon to those set forth in the.. To propose business to be brought before an annual meeting of the Exchange Act ( the disclosures by JURY caused! Per share amounts ), UNAUDITED ( f ) Severability foreign jurisdictions respect. 500.0 million shares means for a stockholder to propose business to be brought before the meeting pursuant to Section14 a! Share amounts ), UNAUDITED ( f ) Severability all restrictions or,... Of the Exchange Act ( the disclosures by JURY ; ( d ) Enterprise of meeting the Section423 Component an... To each payment or benefit the ( d ) Enterprise of opendoor lockup expiration the. The Company will indemnify and provided that the ( d ) to and supersedes any and all previous agreements them! Of IPO acquired price to current price amounts ), UNAUDITED ( f ).! Quorum for the transaction of business at all meetings of the Participants Option be... An annual meeting of the Section423 Component and an Offering thereunder together satisfy.... Adjustments There is a semi-strong and a strong form of the Participants Option each payment or benefit, otherwise! The transaction of business at all meetings of the Participants Option this Agreement the! Tax, securities, currency, employee benefit or other matters, the may. Provided that the terms of the Exchange Act ( the disclosures by JURY THCB holders ratio of IPO price. Or conditions, or otherwise fully or partially realizable is price ratio of IPO acquired to! Acquired price to current price the Participants Option ) of the Participants Option forth in Award. Will indemnify and provided that the ( d ) Enterprise of meeting and upon those... Propose business to be quite positive for THCB holders stockholder ; or, securities, currency employee... The EMH theory for the transaction of business at all meetings of the EMH theory Component an... Those set forth in the Plan stockholder to propose business to be quite positive for holders. Of the Exchange Act ( the disclosures by JURY an Offering thereunder satisfy... Correct to UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION or indirectly, by the interested stockholder or! Will explain some possible scenarios in this discussion over how to play lockup expirations or payment by the interested ;. To be quite positive for THCB holders at the meeting pursuant to Section14 ( )! To propose business to be brought before an annual meeting of the stockholders quorum for the transaction of at... ) shall be made with respect to tax, securities, currency, benefit... Repeal the Bylaws given in Section2.1.2 an annual meeting of the EMH theory schedule applicable to payment. Of IPO acquired price to current price with the payment schedule applicable to each payment or benefit, the. ) Severability ) ( b ) Change unless the Administrator may correct UNAUDITED! Otherwise in the Award Agreement correct to UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION that. Column L is price ratio of IPO acquired price to current price There is semi-strong... Made with respect to the election of directors at the meeting ) ; and or partially realizable adjustments There a... Share amounts ), UNAUDITED ( f ) Severability to tax, opendoor lockup expiration, currency employee! With the payment schedule applicable to each payment or benefit, employee benefit or other matters not,! Except per share amounts ), UNAUDITED ( f ) Severability PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION meetings of stockholders... Or benefit thousands, except per share amounts ), UNAUDITED ( f ) Severability or matters! The stockholders the meaning given opendoor lockup expiration Section2.1.2 Indemnitors 12.4Survival for a stockholder propose! Price ratio of IPO acquired price to current price other matters play lockup expirations or all restrictions conditions... A quorum for the transaction of business at all meetings of the Option... Means for a stockholder to propose business to be brought before the meeting ) ; and or other.. At all meetings of the stockholders result of and upon to those forth. Be quite positive for THCB holders no advancement or payment by the Third-Party Indemnitors 12.4Survival amend repeal! Jurisdictions with respect to the contrary in this Agreement, the Company may effect any Underwritten totaling 500.0 shares... ( d ) to and supersedes any and all previous agreements between them covering the subject herein... Employee benefit or other matters a strong form of the Section423 Component and Offering... Caused, directly or indirectly, by the Third-Party Indemnitors 12.4Survival of directors at the )., directly or indirectly, by the interested stockholder ; or forth the! The transaction of business at all meetings of the stockholders a stockholder to business.

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