SoftBank Exit LC Facility Triggering Event Shares definition

SoftBank Exit LC Facility Triggering Event Shares means, as of such time of determination, without duplication and to the extent excluded from the calculation of (x) the number of Outstanding Shares and (y) the number of Shares then held by SoftBank, such number of Shares (a) then held in escrow, (b) then held by a transfer agent (including Continental Stock Transfer & Trust Company, a New York limited purpose trust company), (c) then held by a special purpose vehicle (including WW SPV Blocker LLC, a Cayman Islands limited liability company) or (d) which are then otherwise subject to any escrow obligation or condition, in the case of each of clauses (a) through (d), pursuant to or as expressly contemplated by, the Exit LC Facility and the transactions contemplated thereunder that are entitled to be released upon the consummation of a Drag-Along Sale pursuant to the terms of the Exit LC Facility (whether or not such Shares have actually been released pursuant to the terms of the Exit LC Facility).