OR DELAY THE ABILITY OF SUCH PURCHASER
TO PURCHASE THE SHARES AND OTHERWISE FULFILL ITS OBLIGATIONS UNDER THIS
AGREEMENT.
3.4
PURCHASE FOR INVESTMENT.
SUCH PURCHASER IS AN "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501 OF REGULATION D UNDER THE U.S. SECURITIES ACT OF 1933,
AS AMENDED, HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL BUSINESS MATTERS AS
TO BE CAPABLE OF EVALUATING THE MERITS AND RISKS OF ITS PURCHASE OF SHARES
HEREUNDER, HAS NO NEED FOR LIQUIDITY IN SUCH SHARES AND HAS THE ABILITY TO BEAR
THE ECONOMIC RISKS OF ITS PURCHASE OF SHARES HEREUNDER.
SUCH PURCHASER IS
PURCHASING THE SHARES SOLELY FOR INVESTMENT, WITH NO PRESENT INTENTION TO RESELL
THE SHARES.
SUCH PURCHASER HEREBY ACKNOWLEDGES THAT THE SHARES HAVE NOT BEEN
REGISTERED PURSUANT TO
4
THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SUCH LEGISLATION.
3.5
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
EACH OF THE
REPRESENTATIONS
AND WARRANTIES OF THE PURCHASERS IN THIS AGREEMENT OR IN ANY SCHEDULE,
INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT SHALL SURVIVE
THE CLOSING DATE AND SHALL CONTINUE IN FORCE THEREAFTER.
4.
Covenants of the Purchasers and the
Selling Shareholders.
4.1
CONFIDENTIALITY.
EACH PARTY SHALL MAINTAIN THE CONFIDENTIALITY OF
CONFIDENTIAL INFORMATION IN ACCORDANCE WITH PROCEDURES ADOPTED BY SUCH PARTY IN
GOOD FAITH TO PROTECT CONFIDENTIAL INFORMATION OF THIRD PARTIES DELIVERED TO
SUCH PARTY, PROVIDED THAT SUCH PARTY MAY DELIVER OR DISCLOSE CONFIDENTIAL
INFORMATION TO (I) SUCH PARTY'S REPRESENTATIVES, MEMBERS OF ITS INVESTMENT
COMMITTEES, ADVISORY COMMITTEES, AND SIMILAR BODIES, AND PERSONS RELATED
THERETO, WHO ARE INFORMED OF THE CONFIDENTIALITY OBLIGATIONS OF THIS
SECTION 4.1; PROVIDED, THAT SUCH PARTY SHALL BE RESPONSIBLE FOR ANY DISCLOSURE
MADE BY ANY OF THE FOREGOING AS IF IT HAD BEEN MADE BY SUCH PARTY, (II) ANY
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER SUCH PARTY TO THE EXTENT
REQUIRED BY APPLICABLE LAW OR (III) ANY OTHER PERSON TO WHICH SUCH DELIVERY OR
DISCLOSURE MAY BE NECESSARY (A) TO EFFECT COMPLIANCE WITH ANY LAW APPLICABLE TO
SUCH PARTY, OR (B) IN RESPONSE TO ANY SUBPOENA OR OTHER LEGAL PROCESS, PROVIDED
THAT, IN THE CASES OF CLAUSES (II) AND (III) ABOVE, THE DISCLOSING PARTY SHALL
PROVIDE EACH OTHER PARTY WITH PROMPT WRITTEN NOTICE THEREOF SO THAT THE
APPROPRIATE PARTY MAY SEEK (WITH THE COOPERATION AND REASONABLE EFFORTS OF THE
DISCLOSING PARTY) A PROTECTIVE ORDER, CONFIDENTIAL TREATMENT OR OTHER
APPROPRIATE REMEDY, AND IN ANY EVENT SHALL FURNISH ONLY THAT PORTION OF THE
INFORMATION WHICH IS REASONABLY NECESSARY FOR THE PURPOSE AT HAND AND SHALL
EXERCISE REASONABLE EFFORTS TO OBTAIN RELIABLE ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED SUCH INFORMATION TO THE EXTENT REASONABLY REQUESTED
BY ANY OTHER PARTY.
4.2
PUBLICITY.
EXCEPT AS MAY BE REQUIRED BY THE NASDAQ RULES OR THE RULES OF
ANY OTHER QUOTATION SYSTEM OR EXCHANGE ON WHICH YAHOO!'S, SOFTBANK'S OR
ALIBABA'S SECURITIES ARE LISTED OR APPLICABLE LAW, NONE OF YAHOO!, SOFTBANK, OR
ALIBABA SHALL ISSUE A PUBLICITY RELEASE OR ANNOUNCEMENT OR OTHERWISE MAKE