COMPLY WITH THE REQUIREMENTS OF SUCH RULES.
17
4.
RESTRICTIONS ON SHARE TRANSFER.
4.1
RESTRICTIONS ON TRANSFER.
(A)
NO SHAREHOLDER SHALL TRANSFER ANY EQUITY SECURITIES IT OWNS WITHIN THE
ONE-YEAR PERIOD BEGINNING ON THE CLOSING DATE.
IN ADDITION, NO SHAREHOLDER
SHALL TRANSFER ANY EQUITY SECURITIES TO A YAHOO COMPETITOR WITHOUT THE PRIOR
WRITTEN APPROVAL OF YAHOO, PROVIDED, HOWEVER, THAT FOLLOWING THE COMPLETION OF
THE IPO, A SHAREHOLDER SHALL BE PERMITTED, SUBJECT TO SECTION 4.3, TO TRANSFER
EQUITY SECURITIES FROM TIME TO TIME IN (I) BLOCK TRADES OR OTHERWISE ON THE OPEN
MARKET (WHETHER PURSUANT TO RULE 144 OR OTHERWISE), PROVIDED THAT SUCH
SHAREHOLDER DOES NOT KNOW OR HAVE REASON TO BELIEVE THAT THE PURCHASER OF SUCH
EQUITY SECURITIES IS A YAHOO COMPETITOR AND THAT ANY SUCH TRANSFER IS NOT DONE
WITH THE INTENT, DIRECTLY OR INDIRECTLY, TO TRANSFER SUCH EQUITY SECURITIES TO A
YAHOO COMPETITOR OR THE KNOWLEDGE THAT THE PURCHASER OF SUCH EQUITY SECURITIES
IS A YAHOO COMPETITOR; PROVIDED, FURTHER, THAT IF SUCH SALE IS TO BE MADE IN A
BLOCK TRADE TO A FINANCIAL INSTITUTION WHO WILL RESELL SUCH EQUITY SECURITIES
(X) PRIOR TO CLOSING SUCH TRADE, SUCH SHAREHOLDER SHALL OBTAIN THE AGREEMENT OF
SUCH FINANCIAL INSTITUTION NOT TO SELL SUCH EQUITY SECURITIES TO ANY YAHOO
COMPETITOR WHICH AGREEMENT SHALL NAME YAHOO AS A THIRD-PARTY BENEFICIARY
ENTITLED TO ENFORCE SUCH PROVISION AND (Y) NOTWITHSTANDING ANYTHING CONTAINED
HEREIN TO THE CONTRARY, IF THE SHAREHOLDER OBTAINS SUCH AGREEMENT FROM THE
FINANCIAL INSTITUTION, SUCH SHAREHOLDER SHALL BE CONCLUSIVELY PRESUMED TO HAVE
TRANSFERRED SUCH EQUITY SECURITIES IN COMPLIANCE WITH THIS SECTION 4.1(A) OR
(II) ON ANY PRIMARY SECURITIES EXCHANGE OR QUOTATION SYSTEM BY OR THROUGH WHICH
SUCH EQUITY SECURITIES ARE TRADED.
(B)
THE YAHOO COMPETITORS TO WHOM A SHAREHOLDER MAY NOT TRANSFER ANY EQUITY
SECURITIES, EXCEPT AS PROVIDED IN SECTION 4.1(A) HEREOF, SHALL BE LISTED ON
SCHEDULE B HERETO.
THE LIST OF YAHOO COMPETITORS, WHICH SHALL NUMBER NO MORE
THAN (I) FIFTEEN (15) ON OR PRIOR TO THE CLOSING OF AN IPO, AND (II) EIGHT (8)
FOLLOWING THE CLOSING OF AN IPO, ON SCHEDULE B HERETO, MAY BE UPDATED BY YAHOO
NO MORE THAN ONCE EVERY SIX MONTHS.
IN ADDITION, AT THE COMPANY'S REQUEST IN
CONNECTION WITH A PROPOSED IPO, YAHOO SHALL PROMPTLY REVISE THE LIST OF YAHOO
COMPETITORS TO IMPLEMENT A REDUCTION IN NUMBER OF LISTED ENTITIES FIFTEEN (15)
TO EIGHT (8), EFFECTIVE UPON THE CLOSING OF THE IPO.
FOR THE AVOIDANCE OF
DOUBT, THE LIST OF YAHOO COMPETITORS FOR PURPOSES OF ANY SALE AS TO WHICH AN
OFFER NOTICE HAS BEEN PROVIDED TO YAHOO PURSUANT TO SECTION 4.3(A) SHALL BE
FIXED AS OF THE DATE OF SUCH NOTICE, AND NO SUBSEQUENT CHANGE IN THE LIST OF
YAHOO COMPETITORS WILL LIMIT OR OTHERWISE AFFECT IN ANY RESPECT THE ABILITY OF
ANOTHER SHAREHOLDER OF THE COMPANY TO CONSUMMATE SUCH SALE.
4.2
CERTAIN PERMITTED TRANSFERS.
SUBJECT TO SECTION 4.1, EACH OF YAHOO, THE
MANAGEMENT MEMBERS AND SOFTBANK MAY TRANSFER ITS EQUITY SECURITIES TO ITS DIRECT
OR INDIRECT WHOLLY-OWNED SUBSIDIARIES (OR FAMILY MEMBERS