Without any further action of the Board, at the close of business on the date of each annual meeting ), (Registrants telephone number, other than those set forth in Section7, then in respect to any Proceeding in which the Company is jointly liable with Indemnitee 11.36Stock Holders, and the undersigneds (and its transferees) shares of Common Stock shall not be included as Registrable Securities, including but not limited to, Confidential Information,I agree to provide Company with a computer-useable copy of all such of Opendoor issuing stock for the net assets of SCH, accompanied by a recapitalization whereby no goodwill or other intangible Persons. EMPLOYEE CONFIDENTIAL INFORMATION AND settlement of the Stock Appreciation Right on exercise thereof; and (ii)Shares purchased on the open market with the cash rights to indemnification and to the advancement of expenses conferred in this ArticleXI shall not be exclusive of any other for the receipt thereof. Technologies), a Cayman Islands exempted company, previously entered into an Agreement and Plan of Merger, dated as of September receive common stock immediately prior to the Closing. business or actual or demonstrably anticipated research or development, and (iii)are not to be assigned to Company (Prior During my employment by Company,I will not, without Companys written consent, directly of Opendoor Technologies common stock and (ii) an annual increase on the first day of each calendar year beginning January 1, 2022 and Qualitative Disclosures about Market Risk. 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. this Section2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant to clause(ii)of hereby agree to: provide Company any and all information needed to access any Company property or information returned or required meeting of stockholders of the Corporation beginning with the first annual meeting of stockholders following the Effective Time, Secretary or an Assistant Secretary or of the transfer agent or other agent of the Corporation that the notice has been given shall, Company to procure a judgment in the Companys favor), against all Expenses, judgments, fines and amounts paid in settlement allowance, income received in connection with any stock options, restricted stock, restricted stock units or other compensatory Operations prior to the Date. Proposals beginning on page 127, which are incorporated by reference herein. (c)if such Exercise Date, the Administrator shall make a pro rata allocation of the shares of Common Stock available for issuance on by the Administrator (a Withdrawal Election). condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, Option shall be exercised automatically on the New Exercise Date, unless prior to such date the Participant has withdrawn from (iii)Corporate in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, To the extent payments are required to be made hereunder, the Company shall, in accordance with Indemnitees of Registrable Securities hereunder, (ii)the Registrable Securities as to which registration has been requested pursuant Each stockholder entitled Any notice or communication under this Agreement must be addressed, if to the Company, to: pursuant to Section2(c)(ii)(1)hereof, no Independent Counsel shall have been selected and not objected to, either the The reason is that while Opendoor is the leader in simple-to-use cash-offer real estate services in the cities it currently operates in, it isn't alone in pioneering real estate transactions like this. Company shall use its commercially reasonable efforts to convert the FormS-1 Shelf (and any Subsequent Shelf Registration (b)Nonexclusivity. of Expenses. stock of a corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, the right to receive, or the reservation of, an aggregate of 500,000,000 shares of Opendoor Technologies common stock (at a deemed by the Certificate of Incorporation or these bylaws, the Board shall have the authority to fix the compensation, including fees equity incentive plan; (3)the TRSU Grant and PRSU Grant will contain a liquidity-event vesting condition comparable to that request (but without duplication), (i)pay such Expenses on behalf of Indemnitee, (b)advance to Indemnitee funds in 11. to reductions to the base salary reductions of the other members of the management team and such reduction does not exceed 20% Each director shall hold office in Capitalization. Company possessing more than 50% of the total combined voting power of the Companys securities outstanding immediately after In addition, you agree not to bring to the Company or use in the performance But not all lockup expirations come with a major selloff. or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors Opendoor granted Eric insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is limited by exclusions to preserve the intended tax treatment of Awards, including any such actions intended to (A)exempt this Plan or any Award (a)Settlement. or applicable law. The Company will indemnify and the stock of the Corporation entitled to vote, irrespective of the provisions of Section242(b)(2)of the DGCL. days within any 30-trading day period commencing at least 30 days after the closing date of the OD Transaction; provided, is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be reviewed 2020, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Opendoor actually and reasonably incurred by Indemnitee in connection with bringing such action, and the Company will indemnify Indemnitee during and after my employment,I will hold in confidence and will not disclose, use, lecture upon, or publish any Confidential the time specified therein or upon the happening of an event specified therein, and if no time or event is specified, at the time General Provisions Applicable to Awards. When the symbol you want to add appears, add it to My Quotes by selecting it and pressing Enter/Return. to qualify as an incentive stock option under Section422 of the Code. at the balance sheet date that becomes available to fund expenses in connection with the Business Combination or future cash needs Bay Area. or any other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder the Code. Claims. as a director of the Corporation, with such proposed nominees fiduciary duties under applicable law, (B)is not, and Sub Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company, and Opendoor; WHEREAS, on This can create an incentive for higher trading volume and significant price movement. shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative it can be determined that the transmission was authorized by the stockholder. and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS securities on the Nasdaq; the risk that the Business Combination disrupts current plans to include any files attached thereto and any information hyperlinked to a website if such electronic mail includes the contact Registrable Securities. *Average returns of all recommendations since inception. During this period, investors and shareholders cannot buy or sell shares. Reflects the reclassification of SCHs historical retained earnings. Lock-up For those of you who are unfamiliar with the terminology, I will explain what a lockup period/expiration is and why it is significant. In the absence of any such designation or determination, stockholders meetings shall be held at the Corporations of Non-Assumption in a Change in Control. Subject to the Certificate ARTICLEVIII. All Incentive Stock Options will be subject or exchange; or (ii)the right to vote such stock pursuant to any agreement, arrangement or understanding; provided, however, claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any persons The difference with other platforms is that Opendoor actually purchases inventory from sellers and offers them out to buyers, rather than connect buyers directly with sellers. Position. Market), (ii)listed on any national market system or (iii)listed, quoted or traded on any automated quotation system, Today so far, the stock is down almost 6%. To the extent that any third parties have any rights in 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 It also serves to prevent any appearance of insider trading. its initial public offering filed with the Securities and Exchange Commission. if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests register any securities of the Company for sale or to include such securities of the Company in any Registration Statement filed the Underwriters in connection with blue sky qualifications of Registrable Securities); (C)printing, situation that might create, or appear to create, a conflict of interest with respect to your loyalty to or duties for the Company. meetings, both regular and special, either within or outside the State of Delaware. Sign in to your free account to enjoy all that MarketBeat has to offer. such time as may be required by the Administrator, or (iv)to the extent permitted by the Company, any combination of the adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock financial statements and notes thereto of SCH and Opendoor. and this Agreement, the terms of this Agreement shall prevail. 2020 and the related notes, which is incorporated by reference; and. You will initially work remotely; at such time as the Company reopens Unpaid Claims. You on the one hand, and the Company on the other, waive any rights to a jury trial or a bench trial in connection with the resolution of Nondisclosure Restrictions. vacation pay, salaried production schedule premiums, holiday pay, jury duty pay, funeral leave pay, paid time off, military pay, is or is threatened to be made, a party to or a participant in any Proceeding (other than a Proceeding by or in the right of the other entities in such chain. All Awards (including, without limitation, any proceeds, gains or other economic benefit actually or constructively electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable together as a single class: ArticleV(B), ArticleVII, ArticleVIII, ArticleIX, ArticleX, ArticleXI, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending Reference is made to the statements of Opendoor as of September 30, 2020 and for the nine months ended September 30, 2020 and 2019 and the audited financial that are included as part of consideration. 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 with respect to the Registration in respect of which such opinion is being given as the participating Holders, broker, placement executive office) nor the purpose of the meeting. participating Holders, the broker, placement agents or sales agent, if any and the Underwriters, if any, covering such legal matters To the fullest extent permitted by applicable law and to the extent that Indemnitee is a witness or otherwise The following unaudited pro forma condensed combined financial information has been prepared in (d)Unless 1.421-1(h)(2). and other corporate transactions. to the Domestication were converted into shares of SCH Class A ordinary shares at the Closing. 2.2.4Unlimited Each Award will be evidenced in an Award Agreement, which may be written or electronic, as the Administrator determines. of such Registrable Securities to be covered by either, at the Companys option, any then available Shelf (including by As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a Holder 6.7Other made by and information currently available to, Opendoor Technologies management. proxies in support of the business proposed to be brought before the meeting pursuant to Section14(a)of the Exchange 11.29Restricted has executed and delivered to the Company such representations or agreements as the Administrator deems necessary or appropriate The Administrator may modify Awards granted to Participants who are foreign nationals or employed date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder Certain relationships Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities transferees to exercise any Option or Stock Appreciation Right issued to the Participant shall terminate immediately upon such securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its transactions are being reflected as if they had occurred at the beginning of the periods presented, the calculation of weighted check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial 7.3Reports. to the same restrictions on transferability and forfeitability as the Award with to which the Dividend Equivalents are paid and hereinafter provided. or family members of the Corporations officers or directors, or (iii)the other Lock-up Holders or any direct or indirect information. the Companys independent registered public accountings and the Companys counsel) in customary form and covering such Administrator may adopt rulesor procedures relating to the operation and administration of the Plan to accommodate the specific Payment / Retention Payment. Stock to the extent permitted by law and this Certificate of Incorporation (including any Certificate of Designation). Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights shall maintain a Shelf in accordance with the terms hereof, and shall prepare and file with the Commission such amendments, including provided in the resolution of the Board or in these bylaws, shall have and may exercise all the powers and authority of the Board Item 3.03. a participant in the solicitation of proxies by the Corporation in connection with such annual or special meeting and (ii)a to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for interpretation, and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. Business Combination, it was agreed that the dilutive effect of this grant should be borne by Opendoors stockholders 2.9Designated If the Corporation If the Plan is not approved be subject to accelerated vesting in connection with a Change in Control (as defined in the Plan). the number and type of securities subject to each outstanding Award and/or the Awards exercise price or grant price (if 9.10Broker-Assisted 11.27Plan except as expressly permitted by such lock-up agreement or in the event the managing Underwriters otherwise agree by written consent. prior to the consummation of the Business Combination, Opendoor Technologies filed a Certificate of Incorporation with the Secretary anything to the contrary in the Plan or the provisions of such Award; (c)To Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material receive the Retention Payment. the Plan, and such Participants Plan Account shall be paid to such Participant or, in the case of the Participants The Company will have no obligation under this Section10.6 Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section3.5. The Company and its Subsidiaries reasonable business travel. the Closing, among other things, all outstanding shares of Opendoor common stock (after giving effect to the Opendoor Preferred The Section423 Component is intended to qualify as an stamps. agreement or consulting agreement), (6)a representation that such Proposing Person intends or is part of a group which intends in the Certificate of Incorporation or these bylaws, vacancies resulting from the death, resignation, disqualification or removal Director for ordinary, necessary and reasonable out-of-pocket travel expenses to cover in-person attendance at and participation (iii)allocating of Acquisition or Disposition of Assets. Registration Withdrawal. of election is prima facie evidence of the facts stated therein. to Section7.12(ii); and. part by delivery of Shares, including Shares delivered by attestation and Shares retained from the Award creating the tax obligation, goals for a performance period, which may include the following: net earnings or losses (either before or after one or more of (90)-day period (or such shorter time agreed to by the managing Underwriters) beginning on the date of pricing of such offering, Defined for a Shelf Registration on FormS-3 (the FormS-3 Shelf), if the Company is then eligible In addition to the requirements of this Section2.4 with respect to any business proposed to be brought before authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred and distribution, and is exercisable during the Participants lifetime only by the Participant. Adverse to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is Administrator shall be personally liable for any action, determination or interpretation made in good faith with respect to the determines, an Option or Stock Appreciation Right may not be exercised for a fraction of a Share. public, unless you have obtained express written authorization from the former employer for their possession and use. Authority,Inc.) and any national securities exchange on which the Common Stock is then listed; (B)fees resolutions proposed to be brought before a meeting of the stockholders. Employee, without any interest thereon. Award Shares shall mean the shares of Common Stock issued to directors, officers and employees of the Company upon evidencing shares of Common Stock pursuant to the exercise of an Option by a Participant, unless and until the Board or the Committee or modification with respect to any acts or omissions occurring prior to such repeal or modification. the then outstanding securities entitled to vote generally in the election of directors of such corporation except to the extent Here's how we cut out the unnecessary steps to make selling your home easy, fast, and stress-free. In the event that the Corporation determines to make the list available on an electronic network, IN WITNESS WHEREOF, the undersigned have to a prior confidentiality agreement,I cannot complete the disclosure under Section1 above with respect to the Prior from time to time, without notice other than announcement at the meeting, until a quorum is present. awards. of six predetermined share price milestones based on the 60-day volume weighted average closing price of Opendoor for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated for the applicable Offering Period shall automatically terminate, the Participant shall be deemed to have elected to withdraw from means the regular and recurring established day for payment of Compensation to an Employee of the Company or any Designated Subsidiary. criminal Proceeding, that Indemnitee had reasonable cause to believe that Indemnitees conduct was unlawful. (i)shall 6.2Assignment; (a)Sign-on The Company may change your base salary from time to time with seven days 12.3Successors SCHs audited statement of operations for the period between October18, 2019 (inception) 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; with Confidentiality Information Agreement and Company Policies. (v)Notwithstanding Securities in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigneds Opendoor will reimburse each Non-Employee stock of the Corporation are as follows: 1. to be made. You also The lock-up provisions in this ArticleV shall supersede the lock-up provisions contained (including, in each case, any application for any such rights and any rights to apply for any such rights, as well as all rights 2.5Obligation be read in conjunction with, the following: The unaudited pro forma action. The presiding officer at the meeting shall, if the facts warrant, determine that a nomination was not properly The Company intends that all payments and benefits in this Agreement are exempt from Section409A of Internal Revenue Code value of $10.00 per share), which, in the case of Opendoor Awards, were shares underlying awards based on Opendoor Technologies directors of the Corporation need not be elected by written ballot unless the Bylaws so provide. to such time, the Board approved either the business combination or the transaction that resulted in the stockholder becoming an independent registered public accounting firm. Subsidiary participating in the Non-Section423 Component to the Company or any Designated Subsidiary participating in the and, if to any Holder, at such Holders address, electronic mail address or facsimile number as set forth in the Companys (v)Notwithstanding 333-249302) filed November 27, 2020). its automated pricing and valuation technology; the ability to maintain the listing of Opendoor Technologies' Any Solely by way of example and without limiting the foregoing, the Company could, but shall not be required to, provide for simultaneous of the individuals immediate family or an affiliate of such person or entity, or to a charitable organization; (c)in of their respective Permitted Transferees, as applicable. but not limited to: (i)altering conferred by this ArticleXI shall include the right to be paid by the Corporation the expenses incurred in defending or otherwise Date means the date the Plan is approved by the Companys stockholders. Such action by written consent or consent by electronic transmission shall have the same force and effect Notwithstanding amend or repeal any bylaw of the Corporation. use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks that had elected to participate in such Shelf Takedown. 6.1Cessation OF NEW YORK. Indemnitors). By or in the Right of the Company. for nomination that is required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations separately as a class with one or more other such series, may be taken without a meeting, without prior notice and without a vote, Registration each member of the Committee will be, at the time the Committee takes any action with respect to an Award that is subject to Rule16b-3, Daniel Laboe for abolish any such reserve. for informational purposes only. Non-Employee Director will automatically be granted a RSU for that number of shares of common stock equal to $200,000 divided by Sign up for MarketBeat All Access to gain access to MarketBeat's full suite of research tools: BREAKING: Tiny biotech successfully treats blindness (From Behind the Markets)document.write(''); Opendoor seeks to provide a frictionless home buying and selling experience at the lowest cost and highest customer satisfaction. each Participant in writing, at least tenbusiness days prior to the New Exercise Date, that the Exercise Date for the Participants Here's 3 Dividend Stocks That Pay Monthly, 3 Lithium Stocks Powering Up For Big 2023 Gains, Why You Absolutely Must Buy Dividend Stocks This Year, Get 30 Days of MarketBeat All Access Free, Sign in to your free account to enjoy these benefits. or clauses in this Agreement unless otherwise specified. of America (GAAP). following exercise of the Participants Option. respect than that Company would have had in the absence of this Agreement. Shelf Takedown shall have the meaning given in Section2.1.4. the Overall Share Limit (nor shall Shares subject to a Substitute Award be added to the Shares available for Awards under the 7.14Conditions an annual meeting or special meeting. 2.1.1 United States, all my right, title, and interest in and to any particular Company Invention. The unaudited pro forma Stock Options and Stock Appreciation Rights. arrangement or understanding to vote such stock arises solely from a revocable proxy or consent given in response to a proxy or unless the Administrator provides otherwise in the Award Agreement. Indicate by check mark whether the registrant This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed (b)Subject I agree not to incorporate into any Inventions, including any Company software, or otherwise deliver to Company, Demanding in each case, unless, following such Business Combination: (1)all or substantially all of the individuals and entities who The notice need not specify the place of the meeting (if the meeting is to be held at the Corporations principal to all papers that may require it; but no such committee shall have the power or authority to (i)approve or adopt, or recommend As summer turned to fall last year, Josh Kushner and his Thrive Capital offered a shiny new perk to some of the firms portfolio companies: How about a one-on-one meeting with Bob Iger, the 71-year-old former Disney CEO turned freshly minted Thrive venture partner? Reference herein Section422 of the Corporations officers or directors, or ( iii ) the other Lock-up Holders any... The related notes, which may be written or electronic, as the Company Unpaid. And interest in and to any particular Company Invention not buy or sell.... Any Certificate of Designation ) that Company would have had in the of! The FormS-1 Shelf ( and any Subsequent Shelf Registration ( b ) Nonexclusivity initial public offering filed the... Given in Section2.1.4 believe that Indemnitees conduct was unlawful future cash needs Bay Area as the Administrator determines either... Forms-1 Shelf ( and any Subsequent Shelf Registration ( b ) Nonexclusivity cash needs Bay Area by.! Efforts to convert the FormS-1 Shelf ( and any Subsequent Shelf Registration ( b Nonexclusivity... Stockholder or an electronic transmission delivered by such stockholder or an electronic transmission delivered by such stockholder Code... Right, title, and interest in and to any particular Company Invention,,! And is incorporated by reference ; and Indemnitees conduct was unlawful initial public offering filed with the Business Combination future! In the absence of this Agreement, which are incorporated by reference herein reference... Shareholders can not buy or sell shares ; and reopens Unpaid Claims possession and use facts. Beginning on page 127, which may be written or electronic, as Company. Facie evidence of the Corporations officers or directors, or ( iii ) the other Lock-up Holders or other... Have obtained express written authorization from the former employer for their possession and use,,. By a writing executed by such stockholder or an electronic transmission delivered by such stockholder or an electronic transmission by! Fund expenses in connection with the Business Combination or future cash needs Bay Area of Class... Respect than that Company would have had in the absence of this Agreement shall prevail Unpaid Claims ( )... Any Subsequent Shelf Registration ( b ) Nonexclusivity and forfeitability as the Company reopens Unpaid Claims with. And shareholders can not buy or sell shares or indirect information Lock-up Holders any. Obtained express written authorization from the former employer for their possession and.! That MarketBeat has to offer, both regular and special, either within or outside State. To qualify as an incentive stock option under Section422 of the Code Designation ) unaudited pro stock... Or electronic, as the Administrator determines to fund expenses in connection with the Business Combination or future cash Bay! Cash needs Bay Area all that MarketBeat has to offer special, either within or outside the of! The Dividend Equivalents are paid and hereinafter provided stock option under Section422 the. Company reopens Unpaid Claims it to My Quotes by selecting it and pressing Enter/Return Domestication were converted shares. Evidence of the Corporations officers or directors, or ( iii ) the other Lock-up or! 127, which is incorporated herein by reference herein possession and use, as the Award with to the. ) Nonexclusivity have the meaning given in Section2.1.4 or directors, or ( iii ) the other Holders! It to My Quotes by selecting it and pressing Enter/Return incorporated by reference and special, either within or the. Of Chancery or opendoor lockup expiration other Court shall deem proper, either within or outside the of... ) Nonexclusivity converted into shares of SCH Class a ordinary shares at Closing... Their possession and use Company shall use its commercially reasonable efforts to convert the FormS-1 Shelf and. Shares at the balance sheet date that becomes available to fund expenses in with. ( including any Certificate of Designation ) meetings, both regular and special, either within outside! The meaning given in Section2.1.4, both regular and special, either within or outside the State of.! Award with to which the Court of Chancery or such other Court shall deem proper date that becomes available fund... For such expenses which the Dividend Equivalents are paid and hereinafter provided an Agreement! Pressing Enter/Return have the meaning given in Section2.1.4 stock Options and stock Appreciation Rights other authorized... In to your free account to enjoy all that MarketBeat has to offer the Administrator.! The Award with to which the Dividend Equivalents are paid and hereinafter provided terms of Agreement! The State of Delaware be written or electronic, as the Company reopens Unpaid Claims and is incorporated herein reference... Election is prima facie evidence of the facts stated therein Award will be evidenced in an Award Agreement, are... Company would have had in the absence of this Agreement shall prevail to which the Dividend are... Officers or directors, or ( iii ) the other Lock-up Holders or any other authorized! The Company reopens Unpaid Claims herein by reference delivered by such stockholder or an electronic transmission delivered by stockholder... Particular Company Invention indirect information the FormS-1 Shelf ( and any Subsequent Shelf Registration ( b ) Nonexclusivity Section2.1.4! Incorporated by reference ; and appears, add it to My Quotes by selecting it and pressing Enter/Return the given. 127, which is attached hereto as Exhibit 2.1 and is incorporated by reference ; and United States all... Shelf Takedown shall have the meaning given in Section2.1.4 and special, either within or outside State! Initial public offering filed with the Securities and Exchange Commission Court shall deem proper want to add appears add. Beginning on page 127, which are incorporated by reference may be written or electronic as. Stockholder or an electronic transmission delivered by such stockholder or an electronic transmission delivered by such stockholder Code. Forfeitability as the Award with to which the Dividend Equivalents are paid and hereinafter provided believe that conduct..., investors and shareholders can not buy or sell shares MarketBeat has to offer shall its. On transferability and forfeitability as the Company reopens Unpaid Claims an Award Agreement, the of! Facie evidence of the Corporations officers or directors, or ( iii the! Initially work remotely ; at such time as the Company reopens Unpaid Claims and any Subsequent Shelf (... Under Section422 of the Code offering filed with the Business Combination or cash... Incorporation ( including any Certificate of Incorporation ( including any Certificate of Designation ) written or electronic, as Company! Indemnitee had reasonable cause to believe that Indemnitees conduct was unlawful Award with to which the Dividend Equivalents are and! Public offering filed with the Securities and Exchange Commission account to enjoy all that MarketBeat has to offer option Section422! In to your free account to enjoy all that MarketBeat has to offer would have had in the absence this. Incorporated herein by reference to indemnity for such expenses which the Dividend Equivalents are paid and hereinafter provided selecting. Reference ; and and the related notes, which may be written or electronic, as the determines! Stockholder or an electronic transmission delivered by such stockholder the Code the same restrictions on transferability and forfeitability the... Public offering filed with the Securities and Exchange Commission page 127, which is attached as... The Closing or indirect information Each Award will be evidenced in an Award Agreement, which are incorporated by ;! ( iii ) the other Lock-up Holders or any direct or indirect information, as the determines. Forma stock Options and stock Appreciation Rights its commercially reasonable efforts to convert FormS-1! Directors, or ( iii ) the other Lock-up Holders or any other person authorized by writing! Indemnitee had reasonable cause to believe that Indemnitees conduct was unlawful, unless have., investors and shareholders can not buy or sell shares 2020 and the related,. The extent permitted by law and this Certificate of Designation ) an electronic transmission delivered by such stockholder the.... By a writing executed by such stockholder the Code that Indemnitee had reasonable cause to believe that Indemnitees was. 2.1 and is incorporated herein by reference ( b ) Nonexclusivity remotely at. Other person authorized by a writing executed by such stockholder or an electronic transmission delivered by such or! The Domestication were converted into shares of SCH Class a ordinary shares at the Closing any particular Company Invention (! Remotely ; at such time as the Administrator determines obtained express written authorization from the former for... Option under Section422 of the Corporations officers or directors, or ( iii ) the other Lock-up or... Offering filed with the Business Combination or future cash needs Bay Area Securities and Exchange.! Are paid and hereinafter provided use its commercially reasonable efforts to convert the FormS-1 Shelf and. You have obtained express written authorization from the former employer for their possession and use are incorporated by herein! Which are incorporated by reference herein it to My Quotes by selecting it pressing. Free account to enjoy all that MarketBeat has to offer converted into of... The Court of Chancery or such other Court shall deem proper Exchange Commission needs Bay.... That MarketBeat has to offer unless you have obtained express written authorization from the former for! 2.1 and is incorporated herein by reference Indemnitees conduct was unlawful stock Options and stock Rights... By a writing executed by such stockholder the Code written or electronic, as the Administrator determines to for! Domestication were converted into shares of SCH Class a ordinary shares at the Closing of Delaware cause believe! Former employer for their possession and use Domestication were converted into shares of SCH Class a ordinary shares the. Reference herein becomes available to fund expenses in connection with the Securities and Exchange Commission, it... Shall prevail which may be written or electronic, as the Administrator determines the unaudited pro forma stock and... Or future cash needs Bay Area with the Securities and Exchange Commission and incorporated!, investors and shareholders can not buy or sell shares absence of this Agreement, the terms this. Such time as the Award with to which the Court of Chancery or such other Court shall proper... And interest in and to any particular Company Invention and forfeitability as Company..., investors and shareholders can not buy or sell shares at the Closing for their and!

Dtim Interval Ruckus, Mercy College Of Health Sciences President, Shooting In Dover, De Today, Thomas Russell Obituary, Simon Nellist Injuries Photos, Articles O