SOFTBANK Corp and -------------------------------------------- Key3Media shall have executed and delivered the Registration Rights Agreement and SOFTBANK Corp. shall have executed and delivered a Lock-Up Agreement in substantially the form attached hereto as Exhibit C;

SOFTBANK Corp a Japanese corporation and shareholder of the Seller (“SoftBank”); Yahoo! Inc., a Delaware corporation and a direct and indirect shareholder of the Seller (“Yahoo!”); 支付宝(中国)网络技术有限公司 (Xxxxxx.xxx Co., Ltd.), a limited liability company organized under the Laws of the PRC (“Alipay”); APN Ltd., a company organized under the Laws of the Cayman Islands (“IPCo”); Xxxx Xx (“JM”); Xie Shihuang; and Xxxxxx Xxxxx Xxxx (“JT,” and together with the Seller and the other entities and individuals listed above in this clause (4), the “Framework Agreement Parties”);

SOFTBANK Corp. 0-0-0 Xxxxxxx-xxxxxxxxx, Xxxxxx-xx Xxxxx 000-0000, Xxxxx Attention: Legal Department E-mail: xxxxxxx@xxxxxxxx.xx.xx Facsimile: +00-0-0000-0000 with a copy (which shall not constitute notice) to: Xxxxxxxx & Xxxxxxxx XXX Xxxx-Xxxxxxxxxx Xxxxxxxx, 00xx Xxxxx 0-0, Xxxxxxxxxx 1-chome Chiyoda-ku, Tokyo 100-6529 Attention: Xxxxxxx X. Xxxxxx, Esq.

SOFTBANK Corp shall at any time beneficially own, directly or indirectly, less than 100% of the issued and outstanding shares of the Borrower's Capital Securities minus Capital Securities of the Borrower issued by the Borrower pursuant to, or upon exercise of any Capital Securities issued pursuant to, a Permitted Stock Option Plan; or

SOFTBANK Corp. By: /s/ Xxxxxxx X. Xxxxx ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact SOFTBANK Capital Partners, L.P. By: /s/ Xxxxxx X. Xxxxxx ------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Member SOFTBANK Capital, L.P. By: /s/ Xxxxxx X. Xxxxxx ------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Member SOFTBANK Capital Partners LLC By: /s/ Xxxxxx X. Xxxxxx ------------------------------ Name: Xxxxxx X. Xxxxxx Title: Managing Member SOFTBANK Capital Partners Investment, Inc. By: /s/ Xxxxxx X. Xxxxxx ------------------------------ Name: Xxxxxx X. Xxxxxx Title: President SOFTBANK Holdings Inc. By: /s/ Xxxxxxx X. Xxxxx ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact /s/ Xxxxxx X. Xxxxxx --------------------------------- Xxxxxx X. Xxxxxx Xxxxxxxxx Xxx By: /s/ Xxxxxxx X. Xxxxx ------------------------------ Name: Xxxxxxx X. Xxxxx Title: Attorney-in-Fact

SOFTBANK Corp shall for any reason cease, directly or indirectly, to have and exercise voting power for the election of at least a majority of the board of directors of the Borrower or to direct the management of the business and operations of the Borrower, or (b) any "person" or "group" (as such terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the "Exchange Act")) other than SOFTBANK ------------ Corp. becomes the ultimate "beneficial owner" (as such term is used in Rule 13d- 3 promulgated pursuant to the Exchange Act), directly or indirectly, of more than 50% of the aggregate voting power of the voting stock of the Borrower on a fully diluted basis.

Related to SOFTBANK Corp

Newco Prior to the Effective Time, Newco shall not conduct any business or make any investments other than as specifically contemplated by this Agreement and will not have any assets (other than the minimum amount of cash required to be paid to Newco for the valid issuance of its stock to the Parent).
Merger Subsidiary At the Effective Time, each share of Common Stock, par value $.01 per share, of Merger Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation.
Parent A parent, legal guardian or person in parental relation to the Student.
Acquisition Sub Parent will take all actions necessary to (a) cause Acquisition Sub to perform its obligations under this Agreement and to consummate the First Merger on the terms and conditions set forth in this Agreement and (b) ensure that, prior to the Effective Time, Acquisition Sub shall not conduct any business, or incur or guarantee any indebtedness or make any investments, other than as specifically contemplated by this Agreement.
Bank Holding Company Borrower is not a “bank holding company” or a direct or indirect subsidiary of a “bank holding company” as defined in the Bank Holding Company Act of 1956, as amended, and Regulation Y thereunder of the Board of Governors of the Federal Reserve System.
Services to the Corporation Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.
Operating Partnership Operating Partnership shall have the meaning set forth in the preamble of this Agreement.
The Company (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ON BEHALF OF ITS EQUITY HOLDERS AND CREDITORS) HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, THE REGISTRATION STATEMENT AND THE PROSPECTUS.
SERVICES TO THE COMPANY In consideration of the Company’s covenants and obligations hereunder, Indemnitee will serve or continue to serve as an officer, director, advisor, key employee or in any other capacity of the Company, as applicable, for so long as Indemnitee is duly elected or appointed or retained or until Indemnitee tenders his or her resignation or until Indemnitee is removed. The foregoing notwithstanding, this Agreement shall continue in full force and effect after Indemnitee has ceased to serve as a director, officer, advisor, key employee or in any other capacity of the Company, as provided in Section 17. This Agreement, however, shall not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements or commitments of the parties, if any.

SOFTBANK Corp Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to SOFTBANK Corp