THE
SIGNATURE PAGE.
Or, in each case, at such other address as may be specified in writing to the
other parties hereto.
All such notices, requests, demands, waivers and other
communications shall be deemed to have been received (i) if by personal delivery
on the day after such delivery, (ii)
if by courier services or overnight mail
or delivery, on the day delivered, and (iii) if by facsimile, on the next day
following the day on which such facsimile was sent, provided that it is followed
immediately by confirmation by personal delivery or overnight mail that is
received pursuant to subclause (i) or (ii).
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10.2
MANAGEMENT MEMBERS' REPRESENTATIVE.
(A)
CONCURRENT WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE
MANAGEMENT MEMBERS IS ENTERING INTO AN AGREEMENT AMONG MANAGEMENT MEMBERS (THE
"AGREEMENT AMONG MANAGEMENT MEMBERS") PURSUANT TO WHICH, INTER ALIA, THE
MANAGEMENT MEMBERS HAVE APPOINTED THE CHIEF EXECUTIVE OFFICER OF THE COMPANY AS
THEIR INITIAL AGENT, REPRESENTATIVE AND ATTORNEY-IN-FACT (THE "MANAGEMENT
MEMBERS' REPRESENTATIVE").
(B)
EACH SHAREHOLDER SHALL BE ENTITLED TO RELY UPON THE DECISION, ACTIONS,
CONSENTS OR INSTRUCTIONS OF THE MANAGEMENT MEMBERS' REPRESENTATIVE APPOINTED
PURSUANT TO THE AGREEMENT AMONG MANAGEMENT MEMBERS AS BEING THE DECISION,
ACTION, CONSENT OR INSTRUCTION OF THE MANAGEMENT MEMBERS AND EACH OF THEIR
RESPECTIVE SUBORDINATE SHAREHOLDERS IN CONNECTION WITH ALL MATTERS SET FORTH IN
THIS AGREEMENT THAT ARE REQUIRED TO BE TAKEN UP COLLECTIVELY BY THE MANAGEMENT
MEMBERS AND EACH OF THEIR RESPECTIVE SUBORDINATE SHAREHOLDERS (INCLUDING BUT NOT
LIMITED TO THE DESIGNATION OF THE MANAGEMENT MEMBER DESIGNEE(S) PURSUANT TO
SECTION 2.3 HEREOF).
EACH OF THE COMPANY, YAHOO AND SOFTBANK ARE HEREBY
RELIEVED FROM ANY LIABILITY TO ANY MANAGEMENT MEMBER OR ANY SUBORDINATE
SHAREHOLDER OF ANY MANAGEMENT MEMBER FOR ANY LAWFUL ACTS DONE BY THEM IN
ACCORDANCE WITH SUCH DECISION, ACT, CONSENT, OR INSTRUCTION OF THE MANAGEMENT
MEMBERS' REPRESENTATIVE.
10.3
EXPENSES.
EACH PARTY TO THIS AGREEMENT SHALL BEAR ITS RESPECTIVE
EXPENSES, COSTS AND FEES (INCLUDING ATTORNEYS' FEES) IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING THE PREPARATION, EXECUTION AND
DELIVERY OF THIS AGREEMENT AND COMPLIANCE HEREWITH, WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY SHALL BE CONSUMMATED.
10.4
ENTIRE AGREEMENT.
THIS AGREEMENT, THE PURCHASE AND CONTRIBUTION AGREEMENT
AND THE OTHER ANCILLARY AGREEMENTS (WHEN EXECUTED AND DELIVERED) CONSTITUTE THE
ENTIRE AGREEMENT AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, BOTH
WRITTEN AND ORAL, BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF.
THIS AGREEMENT SUPERSEDES ALL PRIOR SHAREHOLDERS AGREEMENTS TO WHICH
THE COMPANY AND ANY SHAREHOLDER IS A PARTY, INCLUDING, WITHOUT LIMITATION, THE
AMENDED AND RESTATED SHAREHOLDERS AGREEMENT ENTERED INTO ON MAY 13, 2004, AMONG
THE COMPANY AND CERTAIN SHAREHOLDERS PARTIES THERETO.
10.5
AMENDMENT AND WAIVER.
EXCEPT AS OTHERWISE PROVIDED HEREIN, NO AMENDMENT,
ALTERATION OR MODIFICATION OF THIS AGREEMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT SHALL BE EFFECTIVE AGAINST THE COMPANY OR THE SHAREHOLDERS UNLESS SUCH
AMENDMENT,
39
ALTERATION, MODIFICATION OR WAIVER IS APPROVED IN WRITING BY YAHOO, SOFTBANK AND
THE MANAGEMENT MEMBERS' REPRESENTATIVE (WHICH SHALL BE THE ONLY SHAREHOLDERS
WHOSE APPROVAL SHALL