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You should do your own research before making an investment decision. Past performance is not a reliable indication of future performance. No representation is made as to the timeliness, reliability, accuracy or completeness of the market data provided. In signing this Release, Executive acknowledges and intends that it shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Executive expressly consents that this Release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Claims , if any, as well as those relating to any other Claims hereinabove mentioned or implied. Executive acknowledges and agrees that this waiver is an essential and material term of this Release and that without such waiver the Company would not have agreed to the terms of the Employment Agreement.
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- 2.For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
- This is how much an investment’s price has changed over the last day of active trading.
- The Base Salary as of the Effective Date shall be at an annual rate of $750,000.00.
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Executive agrees to keep and maintain adequate and current written records of all Company Works. The records will be available to and remain the sole property and intellectual property of the Company at all times. On or prior to the Termination Date, Executive shall return all property belonging to the Company or its affiliates (including, but not limited to, any Company-provided laptops, computers, cell phones, wireless electronic mail devices or other equipment, or documents and property belonging to the Company). The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. Paid in connection with the initial filing of the registration statement.
Uncover Actionable Information Inside SEC Filings
This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto. “Disability” shall mean Executive’s physical or mental illness, injury or infirmity which is reasonably likely to prevent and/or prevents Executive from performing his essential job functions for a period of an aggregate of one hundred eighty calendar days out of any consecutive twelve month period. Any question as to the existence of the Disability of Executive as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company.
Neither the Company nor Executive shall make any oral or written statement about the other party which is intended or reasonably likely to disparage the other party, or otherwise degrade the other party’s reputation in the general business community. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings . The provisions of thisSection8 shall survive the termination of Executive’s employment for any reason. During the Employment Term, the Company shall employ Executive, and Executive shall serve the Company, as the Chief Executive Officer of the Company. During the Employment Term, Executive shall have the authorities and duties of a Chief Executive Officer and President of a corporation incorporated under the laws of the State of Delaware and as otherwise may be reasonably assigned by the Board to Executive from time to time and consistent with Executive’s position with the Company.
Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding which relates to events occurring during Executive’s employment hereunder. This provision shall survive any termination of this Agreement or Executive’s employment. The provisions of this Section7 shall survive the termination of this Agreement and Executive’s employment for any reason.
Includes the aggregate offering price of shares of common stock subject to the underwriters’ option to purchase additional shares. Thoughtworks is a global technology consultancy that integrates strategy, design and engineering to drive digital innovation. Thoughtworks is 9,000+ people strong across 48 offices in 17 countries. A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. Use our historic performance chart to see real-time Turing Holding Corp stock price and the Turing Holding Corp news feed to help further your research before investing in fractional shares with any dollar amount you choose.
Prospectus
Finally, Executive has not been forced or pressured in any manner whatsoever to sign this Release, and Executive agrees to all of its terms voluntarily and has signed this Release knowingly and voluntarily with the advice of any counsel retained to advise Executive with respect to it. Thoughtworks Holding, Inc. provides technology consultancy services in North America, the Asia Pacific, Europe, and Latin America. The company’s consultancy services integrate strategy, design, and software engineering to enable enterprises and technology disruptors to thrive as modern digital businesses. It also provides data and artificial intelligence services, such as data strategy, intelligent products, data platforms and data mesh, and data governance. Turing Holding Corp., renamed Thoughtworks Holding, Inc. (“Thoughtworks,” or the “Company”) is a leading global technology consultancy that integrates strategy, design and software engineering to enable enterprises and technology disruptors across the globe to thrive as modern digital businesses. The Company leverages its vast experience to improve clients’ ability to respond to change; utilize data assets to unlock new sources of value; create resilient technology platforms that move with business strategies; and rapidly design, deliver and evolve exceptional digital products and experiences at scale.
To the extent the payment of any amount described in Section6 of this Agreement constitutes “nonqualified deferred compensation” for purposes of Code Section 409A and is subject to the release requirements of Section6, then any payment scheduled to occur during the first 60 days following the Termination Date shall not be paid until the first regularly scheduled pay period following the 60th day following such termination and shall include payment of any amount that was otherwise scheduled to be paid prior thereto. The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent and economic benefit to Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. During the Employment Term, Executive may be eligible to receive an annual cash bonus based on performance objectives and conditions established by the Company from time to time.
Turing Holding Valuation & Funding
Executive understands that in connection with such Protected Activity, Executive is permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company. Notwithstanding the foregoing, Executive agrees to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Confidential Information to any parties other than the relevant Government Agencies. Executive further understands that Protected Activity does not include the disclosure of any Company attorney-client privileged communications, and that any such disclosure without the Company’s written consent shall constitute a material breach of this Agreement. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained herein. The offers and sales of the above securities were deemed to be exempt from registration under the Securities Act in reliance upon Section 4 of the Securities Act or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3 of the Securities Act, as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relating to compensation as provided under Rule 701. The recipients of the above securities represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof.
3.From January 1, 2018 through the date of this registration statement, pursuant to our 2017 Stock Option Plan, we have granted options to purchase an aggregate of 218,005 shares of our Class C common stock to employees and directors having exercise prices ranging from $100.00 to $612.15 per share. Of these, options to purchase an aggregate of 21,087.59 shares of our Class C common stock have been forfeited and canceled without being exercised. 18,500 shares of Class C common stock were forfeited and returned to the option pool while 2,587.59 were cancelled and not returned to the option pool. We will maintain standard policies of insurance that provide coverage to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act and to us with respect to indemnification payments that we may make to such directors and officers. The proposed form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement provides for indemnification of our directors and officers by the underwriters party thereto against certain liabilities arising under the Securities Act or otherwise. Historical performance data are provided “as is” and solely for information purposes, is not advice or for trading purposes, does not reflect an investment strategy, may be subject to pricing delays, should not be used for tax reporting, may not reflect actual performance, and are gross of Stash fees.
Executive understands and intends that this Release constitutes a general release of all claims and that no reference herein to a specific form of claim, statute or type of relief is intended to limit the scope of this Release. Notwithstanding the foregoing, Executive acknowledges that Executive may hereafter discover Claims or facts in addition to or different than those which Executive now knows or believes to exist with respect to the subject matter of the released Claims above and which, if known or suspected at the time of entering into this Release, may have materially affected this General Release and my decision to enter into it. fortfs broker operates as a holding company. The Company, through its subsidiaries, offers technology consultancy solutions that integrates strategy, design and software engineering to enable enterprises and technology disruptors across the globe to thrive as modern digital businesses.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, tickmill review unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 5.From January 1, 2018 through the date of this registration statement, an aggregate of 43,733.12 shares of our Class C common stock were issued to employees, directors, and non-employees as a result of exercises of options, at a price of $100 per share, for aggregate proceeds of approximately $4.4 million.
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