“Shares” means fully paid ordinary shares in the capital of the Company;
“Shareholder Transfer” means any transfer of Shares between the shareholders of the Company as at the Adoption Date (which shall, for the avoidance of doubt, include such shareholders’ Affiliates), provided that in the case of any transfer pursuant to which the transferee (together with any persons Acting in Concert with it) comes to hold, directly or indirectly, more than 50 per cent of the voting rights in the Company, such transferee is indirectly or directly controlled by SoftBank (including, without limitation, through ownership or control of such transferee’s manager or investment adviser);
“Share Sale” has the meaning given to it within the definition of Change of Control Exit Event;
“SoftBank” means SoftBank Group Corp., a corporation incorporated under the laws of Japan;
“SoftBank Group” means SoftBank, SVF, or any of their respective Subsidiaries or Affiliates (other than any member of the Group, the TD Group, or the IoTP Group);
“Subsequent Shareholder Change of Control” has the meaning given to it within the definition of Permitted Change of Control;
“Subsequent Shareholder Change of Control Value” means the value of the fully diluted share capital of the Company as determined in accordance with the provisions of article 43 of the Articles, provided that (x) an amount equal to the amount of any Company External Debt shall be added to such value; and (y) such value shall be further adjusted, as determined by the Committee, to offset the impact of any External Debt on the valuation of the Company;
“Subsidiary” means, in respect of any person, a company which is a subsidiary of such person within the meaning of section 1159 of the Companies Act 2006;
“SVF” means SoftBank Vision Fund L.P. (“Vision Fund”), SoftBank Vision Fund II L.P. (“Vision Fund II”) or any successor fund established in relation to Vision Fund or Vision Fund II, the general partner, advisor or manager of which is a direct or indirect Subsidiary of SoftBank (or, in each case, any Affiliate thereof, or any alternative investment vehicle or similar entity established in relation thereto);
“TD Group” means Treasure Data, Inc., Treasure Data US LLC, and all present and future direct or indirect subsidiaries of either of the foregoing;
“TD/IoTP Participant” means a Participant who is employed by a Group Company (other than any member of the TD Group or the IoTP Group, as applicable) who, as determined by the Committee in good faith, provides 80% or more of his/her employee services from 1 October 2020 to 31 March 2021 to, or for the primary benefit of, either the TD Group and its related business or the IoTP Group and its related business;
“Transferred Employment Event (TD/IoTP)” means, with respect to a Participant, the transfer (whether by operation of law or by consent) of such Participant’s employment to, or the assumption and/or continuation of such Participant’s employment by or with (in each case, whether directly or indirectly by virtue of a merger, consolidation, spin-off, contribution, acquisition, or other corporate transaction involving such Participant’s employer), any member of the TD Group or the IoTP Group;
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