Common use of Acquisition Right Clause in Contracts

Acquisition Right. A Class B Shareholder may, on or after April 1, Reiwa 9 (2027), during the Class B Acquisition Request Period stipulated in (2) below, and subject to the conditions stipulated in (3) below (hereinafter referred to as the “Class B Acquisition Right Exercise Conditions”), request the Company to acquire all or part of the Class B Shares held by the shareholder for cash consideration (hereinafter referred to as the “Class B Acquisition Request”). The Company shall acquire the Class B Shares subject to the Class B Acquisition Request and, in exchange for the acquisition, shall deliver to the Class B Shareholder the property stipulated in (5) below (hereinafter referred to as the “Class B Acquisition Consideration”), limited to the amount of distributable assets stipulated in Article 461, Paragraph 2 of the Companies Act (hereinafter referred to as the “Distributable Assets”) as of the Class B Acquisition Effective Date stipulated in (4) below, within the extent permitted by law, on the Class B Acquisition Effective Date. However, if multiple Class B Shareholders make an acquisition request effective on the same Class B Acquisition Effective Date and the aggregate request exceeds the Distributable Assets, the Class B Shares to be acquired shall be determined by pro-rata allocation based on the number of shares requested for acquisition by each Class B Shareholder.

Acquisition Right. A Class B C Shareholder may, on or after April 1, Reiwa 9 (2027)2028, during the Class B C Acquisition Request Period stipulated in (2) below, and subject to the conditions stipulated in (3) below (hereinafter referred to as the “Class B C Acquisition Right Exercise Conditions”), request the Company to acquire all or part of the Class B C Shares held by the shareholder for cash consideration (hereinafter referred to as the “Class B C Acquisition Request”). The Company shall acquire the Class B C Shares subject to the Class B C Acquisition Request and, in exchange for the acquisition, shall deliver to the Class B C Shareholder the property stipulated in (5) below (hereinafter referred to as the “Class B C Acquisition Consideration”), limited to the amount of distributable assets stipulated in Article 461, Paragraph 2 of the Companies Act (hereinafter referred to as the “Distributable Assets”) Assets as of the Class B C Acquisition Effective Date stipulated in (4) below, within the extent permitted by law, on the Class B Acquisition Effective Date. However, if a Class B Shareholder makes an acquisition request effective on the same date as the Class C Acquisition Effective Date, “limited to the amount of Distributable Assets” in the main clause of this paragraph shall be read as “limited to the amount obtained by deducting the amount of Class B Acquisition Consideration for such Class B Shareholder from the amount of Distributable Assets,” and if multiple Class B C Shareholders make an acquisition request effective on the same Class B C Acquisition Effective Date and the aggregate request exceeds the Distributable Assets, the Class B C Shares to be acquired shall be determined by pro-rata allocation based on the number of shares requested for acquisition by each Class B C Shareholder.

Acquisition Right. A Class B D Shareholder may, on or after April 1, Reiwa 9 11 (20272029), during the Class B D Acquisition Request Period stipulated in (2) below, and subject to the conditions stipulated in (3) below (hereinafter referred to as the “Class B D Acquisition Right Exercise Conditions”), request the Company to acquire all or part of the Class B D Shares held by the shareholder for cash consideration (hereinafter referred to as the “Class B D Acquisition Request”). The Company shall acquire the Class B D Shares subject to the Class B D Acquisition Request and, in exchange for the acquisition, shall deliver to the Class B D Shareholder the property stipulated in (5) below (hereinafter referred to as the “Class B Acquisition Consideration”)below, limited to the amount of distributable assets stipulated in Article 461, Paragraph 2 of the Companies Act (hereinafter referred to as the “Distributable Assets”) Assets as of the Class B D Acquisition Effective Date stipulated in (4) below, within the extent permitted by law, on the Class B Acquisition Effective Date. However, if a Class B Shareholder and/or a Class C Shareholder makes an acquisition request effective on the same date as the Class D Acquisition Effective Date, “limited to the amount of Distributable Assets” in the main clause of this paragraph shall be read as “limited to the amount obtained by deducting the amount of Class B Acquisition Consideration for such Class B Shareholder and the amount of Class C Acquisition Consideration for such Class C Shareholder from the amount of Distributable Assets,” and if multiple Class B D Shareholders make an acquisition request effective on the same Class B D Acquisition Effective Date and the aggregate request exceeds the Distributable Assets, the Class B D Shares to be acquired shall be determined by pro-rata allocation based on the number of shares requested for acquisition by each Class B D Shareholder.