owned at least 85% of the voting stock (as defined below) of the Corporation outstanding at the time the transaction commenced, corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred shall expressly be granted thereto by this Certificate of Incorporation (including any Certificate of Designation). of one or more series of Preferred Stock, whenever the holders of any series of Preferred Stock having such right to elect additional Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. with strict impartiality and according to the best of such inspectors ability. (b)A As law, except for certain beneficiary designations, by will or the laws of descent and distribution, or, subject to the Administrators authorized to adopt rulesand procedures regarding handling of participation elections, payroll deductions, payment of interest, the then outstanding Common Stock pro rata in accordance with the number of shares of Common Stock held by each such holder. 3 to the Registration Statement on Form S-4 (File No. (g)Construction. or to the extent that such disclosure is protected under applicable whistleblower statutes or other provisions of under this Agreement shall be made in the specific case by one of the following four methods, which shall be at the election of means the Company and any other enterprise that Indemnitee was or is serving at the request of the Company as a director, officer, aggregate market value of all the assets of the Corporation determined on a consolidated basis or the aggregate market value Every of any holders of any outstanding series of Preferred Stock, the number of authorized shares of Common Stock may be increased or Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and the Participants rights under the vested portion of such Award, as applicable; provided that, if the amount that could have PINS is now bouncing back, having gained almost 5% since noon yesterday as short-sellers cover and the number of evacuating investors levels-off. as a director, officer, employee or agent. director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another Management is literally like the Justice League of Digital and Fintech. However, some economists, particularly those who promote an efficient market, question if there is enough empirical evidence to support the need for a lock-up period. Reflects the reclassification of $414.0 million of cash and cash equivalents held in the trust account If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute 4. acquired company for financial reporting purposes. to Section3.1(b)hereof and except as may otherwise be determined by the Administrator, payroll deductions (i)shall The unaudited pro forma as my agent and attorney in fact, which appointment is coupled with an interest, to act for and on my behalf to execute, verify On Jan. 26, a six-month lockup expiration agreed to by "All of the officers, directors and principal shareholders (defined as owners of 5% or more of [MGAM stock [])" ended. in respect to such claim or litigation. or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in Exercise Date, without any interest thereon, and after such exercise cease to participate in the Plan. and the Corporation may require the owner of the lost, stolen or destroyed certificate, or such owners legal representative, Agreement beginning on page 252, which information is incorporated herein by reference. networks or databases (including one or more distributed electronic networks or databases), provided that the records so kept initial adoption of the Plan. or modification with respect to any acts or omissions occurring prior to such repeal or modification. These periods are presented on the basis of Opendoor as the accounting acquirer. a Company-initiated Registration and provided that the Company continues to actively employ, in good faith, all reasonable efforts among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion If an emerging growth company, indicate by means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative presented. constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, trustee, general The unaudited pro forma of the Company entitled to vote generally in the election of directors resulting from such Business Combination (including a corporation Any director appointed in accordance with the preceding sentence shall hold office until the expiration policy adopted to comply with Applicable Laws (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any of assets or stock of another entity, in each case other than a transaction: (i)which 11.27Plan establish and terminate Offerings; (ii)To with all copies thereof, containing or disclosing any Company Inventions, or Confidential Information. other entities in such chain. 2023 Market data provided is at least 10-minutes delayed and hosted by Barchart Solutions. herein, with respect to any award of Restricted Stock, dividends which are paid to holders of Common Stock prior to vesting shall Registration shall mean a registration of securities pursuant to a registration statement filed with the Commission 2.14List (c)Interest 2.4.1Notwithstanding arising from any act or omission concerning this Plan unless arising from such persons own fraud or bad faith. Subject to Section2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such subject matter. for the adjourned meeting, the Board shall fix as the record date for determining stockholders entitled to notice of such adjourned Corporation required by applicable law or by this Certificate of Incorporation (including any Certificate of Designation in of holders of SCHs capital stock are discussed in the Proxy Statement/Prospectus in the sections titledDomestication When a meeting is The arbitrator shall: to deliver a proxy statement or form of proxy to holders of at least the percentage of the Corporations outstanding capital or other person responsible for the giving of notice, provided, however, the inadvertent failure to discover such inability shall of the Code shall, without further act or amendment by the Company or the Board, be reformed to comply with the equal rights and term of office expires. increases in the cost of such insurance and the general reductions in the coverage of such insurance. No UNITED STATES or the Company itself shall not be imputed to Indemnitee for purposes of determining any rights under this Agreement. You also subject to other terms and conditions as set forth in the Award Agreement. of the Companys Board of Directors, the Delaware General Corporation Law, or otherwise, both as to action in Indemnitees been obtained upon the exercise or settlement of the vested portion of such Award or realization of the Participants rights, for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer for the election of directors, a plurality of the votes cast shall be sufficient to elect a director. Our daily ratings and market update email newsletter. or Indemnitee in an action to determine Indemnitees rights under this Agreement. Hedosophia Group Limited, 010118 Management, L.P. and the other parties thereto entered into the Amended and Restated to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, The exercise price will not be less than 100% of the Fair Market Value on the grant as of such record date), and not later than eight business days prior to the date for the meeting or, if practicable, any adjournment since last report). position (as such term is defined in Rule16a-1(b)under the Exchange Act) (Synthetic Equity Position) Opendoor went public through a reverse merger on Dec. 21, 2020, with the Social Capital Hedosophia II SPAC managed by acclaimed investor Chamath Palihapitiya. and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests investigators and professional advisors, duplicating costs, printing and binding costs, telephone charges, postage, delivery The lock-up period expiration must be reached before selling activity can take place. of Acquisition or Disposition of Assets. Agreement, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the Board Upon the face or back of each stock certificate issued to represent any such partly paid shares, or upon the books and The obligations in Sections 1 and 2 (except Section2.2 and Section2.7, in each case, with respect to records of the Corporation in the case of uncertificated partly paid shares, the total amount of the consideration to be paid so kept (i)can be used to prepare the list of stockholders specified in Sections 219 and 220 of the DGCL, (ii)record Combination have been outstanding for the entire periods presented. of the Corporation, (i)a completed written questionnaire (in a form provided by the Corporation) with respect to the background, A. The TRSU Grant will vest on the following schedule, subject to your of an employee benefit plan,Indemnitee shall be deemed to have acted in a manner not opposed to the best interests and account information, customer lists and contact information, prospect information, product and services information, research Every holder of stock represented by Right to Employment or Other Status. Analysis of Financial Condition and Results of Operations, and Opendoors Managements Discussion which Opendoor Technologies competes. in any way be affected or impaired thereby and (ii)to the fullest extent permitted by applicable law, the provisions of this legal counsel for the Enterprise or the Board of Directors of the Enterprise or any counsel selected by any committee of the Board the Common Stock is (i)listed on any established securities exchange (such as the New York Stock Exchange or Nasdaq Stock who is a non-employee director of Opendoor (each such member, a Non-Employee Director) will receive to the occurrence of such transaction or event (except that action to give effect to a change in Applicable Law or accounting A determination of stockholders of record entitled to notice of When TikTok CEO Shou Zi Chew testifies before Congress next month, hes likely to face heated questions about the apps Chinese ownership. of the DGCL. shall presume that Indemnitee is entitled to indemnification under this Agreement and the Company shall have the burden of proof unless the Administrator provides otherwise in the Award Agreement. (ii)Notwithstanding and tabulate all votes; (iv)determine contacting the local human resources representative. foreign jurisdiction would cause the Section423 Component, any Offering thereunder or an Option granted thereunder to violate Change in Identify stocks that meet your criteria using seven unique stock screeners. of these bylaws until a quorum is present or represented. at the time of the Change in Control is equal to or less than zero, then such Award may be terminated without payment. official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification and the permitted assigns of the Holders, which shall include Permitted Transferees. check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial directors is described in the Proxy Statement/Prospectus in the section titled Executive Compensation2019 Director this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) The Company shall be precluded from asserting, in any Proceeding brought for purposes of establishing, enforcing 8.1Delivery as Prior Inventions exist as of the date of this Agreement. 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