Common use of Certain Acquisitions Clause in Contracts

Certain Acquisitions. (a) The Stockholders shall not, and shall cause their respective Affiliates not to, directly or indirectly, alone, together or in concert with any other Person, acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock that would cause the Voting Percentage of both Stockholders, taken together, to exceed 80.1%, except in accordance with Section 4.1(b) and the terms of the DT-SoftBank Agreement. (b) If any Stockholder or its Affiliates, either alone or as part of a group (as such term is contemplated by Section 13d-5(b) of the Exchange Act) formed for the purpose of making a Proposed Acquisition (as defined below) (together, the “Acquiring Stockholder”), directly or indirectly acquires or proposes to acquire Common Stock that would cause the Voting Percentage of both Stockholders, taken together, to exceed 80.1% (the “Proposed Acquisition”), then such Acquiring Stockholder shall offer to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions as the Proposed Acquisition (the “Stockholder Purchase Offer”). The Stockholder Purchase Offer may contemplate a merger or other consolidation, a tender offer or any other transaction that permits the acquisition of all of the then-outstanding Common Stock. The Acquiring Stockholder shall not, and shall cause its Affiliates not to, consummate, in whole or in part, any Proposed Acquisition or Stockholder Purchase Offer unless such Stockholder Purchase Offer is either (i) accepted and approved by a majority of the Directors, which majority includes a majority of the Non-Affiliated Directors, or (ii) accepted or approved by holders of a majority of the Common Stock held by stockholders of the Company other than any of the Stockholders and their respective Affiliates (either of clause (i) or (ii), the “Required Approval”). The Acquiring Stockholder may, in its sole discretion, withdraw any Stockholder Purchase Offer and terminate any Proposed Acquisition at any time.

Certain Acquisitions. (a) The Stockholders Stockholder shall not, and shall cause their respective each of its Affiliates not to, directly or indirectly, alone, together alone or in concert with any other Person, acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock that would cause the Stockholder’s and its Affiliates’ Voting Percentage of both Stockholders, taken together, to exceed 80.1%, except in accordance with the following provisions of this Section 4.1(b) and the terms of the DT-SoftBank Agreement4.1. (b) If any the Stockholder or its Affiliates, either alone or as part of a group (as such term is contemplated by Section 13d-5(b) of the Exchange Act) formed for the purpose of making a Proposed Acquisition (as defined below) (together, the “Acquiring Stockholder”), directly or indirectly acquires or Affiliates proposes to acquire Common Stock that would cause the Stockholder’s Voting Percentage of both Stockholders, taken together, to exceed 80.1% (the “Proposed Acquisition”), then such Acquiring the Stockholder or its Affiliates shall offer to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions as the Proposed Acquisition (the “Stockholder Purchase Offer”). The For the avoidance of doubt, the Stockholder Purchase Offer may contemplate a merger or other consolidation, a tender offer offer, or any other transaction that permits could permit the acquisition of all of the then-outstanding Common Stock. The Acquiring Stockholder shall not, and shall cause its Affiliates not to, consummate, in whole or in part, any Proposed Acquisition or Stockholder Purchase Offer unless such Stockholder Purchase Offer is either (i) accepted and approved by a majority of the Directors, which majority includes a majority of the Non-Affiliated Directors, or (ii) accepted or approved by holders of a majority of the Common Stock held by stockholders of the Company other than any of the Stockholders Stockholder and their respective its Affiliates (either of clause (i) or (ii), the “Required Approval”). The Acquiring Stockholder may, in its sole discretion, withdraw any Stockholder Purchase Offer and terminate any Proposed Acquisition at any time.

Certain Acquisitions. (a) The Stockholders Stockholder shall not, and shall cause their respective each of its Affiliates not to, directly or indirectly, alone, together alone or in concert with any other Person, acquire, offer to acquire or agree to acquire (including from the Company) Beneficial Ownership of any Common Stock that would cause the Stockholder's and its Affiliates' Voting Percentage of both Stockholders, taken together, to exceed 80.1%, except in accordance with the following provisions of this Section 4.1(b) and the terms of the DT-SoftBank Agreement4.1. (b) If any the Stockholder or its Affiliates, either alone or as part of a group (as such term is contemplated by Section 13d-5(b) of the Exchange Act) formed for the purpose of making a Proposed Acquisition (as defined below) (together, the “Acquiring Stockholder”), directly or indirectly acquires or Affiliates proposes to acquire Common Stock that would cause the Stockholder's Voting Percentage of both Stockholders, taken together, to exceed 80.1% (the “Proposed Acquisition”), then such Acquiring the Stockholder or its Affiliates shall offer to acquire all of the then-outstanding Common Stock at the same price and on the same terms and conditions as the Proposed Acquisition (the “Stockholder Purchase Offer”). The For the avoidance of doubt, the Stockholder Purchase Offer may contemplate a merger or other consolidation, a tender offer offer, or any other transaction that permits could permit the acquisition of all of the then-outstanding Common Stock. The Acquiring Stockholder shall not, and shall cause its Affiliates not to, consummate, in whole or in part, any Proposed Acquisition or Stockholder Purchase Offer unless such Stockholder Purchase Offer is either (i) accepted and approved by a majority of the Directors, which majority includes a majority of the Non-Affiliated Directors, or (ii) accepted or approved by holders of a majority of the Common Stock held by stockholders of the Company other than any of the Stockholders Stockholder and their respective its Affiliates (either of clause (i) or (ii), the “Required Approval”). The Acquiring Stockholder may, in its sole discretion, withdraw any Stockholder Purchase Offer and terminate any Proposed Acquisition at any time.