OF SUCH FINANCIAL INVESTOR REQUEST THAT THE
PURCHASER TO PURCHASE FROM SUCH FINANCIAL INVESTOR, ON THE SAME TERMS AND
CONDITIONS OFFERED TO THE TRANSFERRING SHAREHOLDER BY THE PURCHASER AT THE SALE
PRICE, A NUMBER OF EQUITY SECURITIES UP TO (I) THE NUMBER OF THE SALE SHARES
MULTIPLIED BY (II) A FRACTION, THE NUMERATOR OF WHICH SHALL BE THE AGGREGATE
NUMBER OF EQUITY SECURITIES OWNED BY SUCH FINANCIAL INVESTOR ON THE DATE OF THE
SALE NOTICE AND THE DENOMINATOR OF WHICH SHALL BE
21
THE NUMBER OF EQUITY SECURITIES OWNED IN THE AGGREGATE BY THE TRANSFERRING
SHAREHOLDER AND ALL THE FINANCIAL INVESTORS ON THE DATE OF THE SALE NOTICE.
(C)
EACH OF THE FINANCIAL INVESTORS MAY EXERCISE ITS TAG-ALONG RIGHTS UNDER
THIS SECTION 4.4 BY DELIVERING AN IRREVOCABLE WRITTEN NOTICE TO THE TRANSFERRING
SHAREHOLDER AND THE COMPANY NO LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF THE
SALE NOTICE (INCLUDING WITHOUT LIMITATION, A REVISED SALE NOTICE CONTEMPLATED BY
SECTION 4.4(A)) SETTING FORTH THE NUMBER OF EQUITY SECURITIES IT ELECTS TO SELL
IN THE QUALIFYING SALE.
NO EXERCISE OF RIGHTS WITH RESPECT TO A SALE NOTICE
SHALL BIND ANY FINANCIAL INVESTOR WITH RESPECT TO ANY SUBSEQUENT RELATED REVISED
SALE NOTICE SERVED ON SUCH FINANCIAL INVESTOR PURSUANT TO THE LAST SENTENCE OF
SECTION 4.4(A).
(D)
IF ANY OR ALL OF THE FINANCIAL INVESTORS HAVE ELECTED TO EXERCISE THEIR
TAG-ALONG RIGHTS HEREUNDER PURSUANT TO SECTION 4.4(C) ABOVE, THE TRANSFERRING
SHAREHOLDER SHALL NOT CONSUMMATE ANY QUALIFYING SALE UNLESS THE PURCHASER SHALL
HAVE CONCURRENTLY PURCHASED FROM SUCH FINANCIAL INVESTORS THE NUMBER OF EQUITY
SECURITIES AS SET FORTH IN THE WRITTEN NOTICE FROM THE FINANCIAL INVESTORS AS
PROVIDED IN SECTION 4.4(C) ABOVE, ON THE SAME DATE AND AT THE PRICE DESCRIBED
UNDER SECTION 4.4(B) AND, ON THE SAME TERMS AND CONDITIONS AND SUCH OTHER TERMS
AND CONDITIONS AS MAY BE REQUIRED BY APPLICABLE LAW TO ALLOW SUCH FINANCIAL
INVESTORS TO SELL THEIR EQUITY SECURITIES TO THE PURCHASER.
IN ANY EVENT,
SUBJECT TO RECEIPT OF ANY NECESSARY OR ADVISABLE THIRD PARTY APPROVALS OR
GOVERNMENTAL APPROVALS, THE CLOSING SHALL OCCUR WITHIN SIXTY (60) DAYS OF THE
RECEIPT OF THE SALE NOTICE, PROVIDED, THAT IF ANY REVISED SALE NOTICE IS
DELIVERED AS CONTEMPLATED BY THE LAST SENTENCE OF SECTION 4.4(A) THEN THE
CLOSING SHALL OCCUR WITHIN SIXTY (60) DAYS OF THE RECEIPT OF THE LAST SUCH
REVISED SALE NOTICE.
4.5
TAG-ALONG RIGHTS OF YAHOO.
SUBJECT TO SECTION 4.1 AND EXCEPT AS OTHERWISE
ALLOWED UNDER SECTION 4.2, THE MANAGEMENT MEMBERS (AS A GROUP AND INCLUDING ANY
EQUITY SECURITIES OWNED BY ANY OF SUCH MEMBER'S FAMILY MEMBERS, TRUSTS FORMED BY
SUCH MEMBER FOR THE BENEFIT OF HIMSELF OR HIS FAMILY MEMBER, AND OTHER
COMPARABLE ENTITIES) AND SOFTBANK MAY NOT, TOGETHER, TRANSFER 80% OR MORE OF
THEIR
COLLECTIVE LEGAL OR BENEFICIAL OWNERSHIP INTEREST IN THE EQUITY
SECURITIES OWNED BY THEM IN A SINGLE TRANSACTION OR SERIES OF RELATED
TRANSACTIONS, EXCEPT PURSUANT TO THE FOLLOWING PROCEDURES:
(A)
AT LEAST THIRTY (30) DAYS PRIOR TO MAKING SUCH TRANSFER (AN "M&S SALE"),
THE MANAGEMENT MEMBERS