IN CASE OF MANAGEMENT
MEMBERS) AT ANY TIME; PROVIDED, HOWEVER, THAT ANY SUCH TRANSFEREE SHALL AT ALL
TIMES
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CONTINUE TO BE A DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARY OF SUCH PERSON (IF
NOT AN INDIVIDUAL) AND THAT SUCH TRANSFEREE BECOMES A PARTY TO THIS AGREEMENT
PURSUANT TO AN INSTRUMENT SATISFACTORY TO EACH OF THE MANAGEMENT MEMBERS'
REPRESENTATIVE, YAHOO AND SOFTBANK.
SUBJECT TO SECTION 4.1, SOFTBANK MAY
TRANSFER EQUITY SECURITIES TO A SOFTBANK AFFILIATE; PROVIDED, HOWEVER, THAT 20
BUSINESS DAYS PRIOR TO SUCH TRANSFER SOFTBANK SHALL PROVIDE WRITTEN NOTICE TO
MANAGEMENT MEMBERS' REPRESENTATIVE AND YAHOO OF SUCH INTENT TO TRANSFER, AND THE
NAME AND SUCH OTHER DETAILS CONCERNING SUCH SOFTBANK AFFILIATE AS YAHOO OR THE
COMPANY MAY REASONABLY REQUEST; AND PROVIDED FURTHER, THAT ANY SUCH TRANSFEREE
SHALL AT ALL TIMES CONTINUE TO BE A SOFTBANK AFFILIATE AND THAT SUCH TRANSFEREE
SHALL BECOME A PARTY TO THIS AGREEMENT PURSUANT TO AN INSTRUMENT SATISFACTORY TO
BOTH THE MANAGEMENT MEMBERS' REPRESENTATIVE AND YAHOO.
4.3
RIGHT OF FIRST OFFER.
SUBJECT TO SECTION 4.1 AND SECTION 7.1, AND EXCEPT
AS OTHERWISE ALLOWED UNDER SECTION 4.2, NO SHAREHOLDER (THE "TRANSFEROR") MAY,
AT ANY TIME, TRANSFER ANY EQUITY SECURITIES LEGALLY OR BENEFICIALLY HELD BY IT,
EXCEPT PURSUANT TO THE FOLLOWING PROVISIONS:
(A)
PRIOR TO CONSUMMATING ANY SUCH TRANSFER OF THE EQUITY SECURITIES, THE
TRANSFEROR SHALL DELIVER A WRITTEN NOTICE (THE "OFFER NOTICE") TO EACH OTHER
SHAREHOLDER (THE "OFFEREES"), SETTING FORTH ITS BONA FIDE INTENTION TO TRANSFER
EQUITY SECURITIES TO A THIRD PARTY, THE NUMBER OF EQUITY SECURITIES TO BE
TRANSFERRED (THE "SUBJECT SHARES"), THE PRICE AT WHICH SUCH TRANSFEROR WISHES TO
SELL THE SUBJECT SHARES (THE "OFFER PRICE"), AND ANY OTHER TERMS OF THE OFFER.
(B)
THE OFFER NOTICE SHALL CONSTITUTE, FOR A PERIOD OF 15 DAYS FROM THE DATE ON
WHICH IT SHALL HAVE BEEN DEEMED GIVEN, AN IRREVOCABLE AND EXCLUSIVE OFFER TO
SELL TO EACH OFFEREE (OR ANY DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARY
DESIGNATED BY AN OFFEREE), AT THE OFFER PRICE, A PORTION OF THE SUBJECT SHARES
NOT GREATER THAN THE PROPORTION THAT THE NUMBER OF EQUITY SECURITIES OWNED BY
SUCH OFFEREE (AND ALL AFFILIATES THEREOF) BEARS TO THE TOTAL NUMBER OF EQUITY
SECURITIES OWNED BY ALL THE OFFEREES (AND AFFILIATES THEREOF).
(C)
EACH OFFEREE (OR A DESIGNATED DIRECT OR INDIRECT WHOLLY-OWNED SUBSIDIARY
THEREOF) MAY ACCEPT THE OFFER SET FORTH IN AN OFFER NOTICE BY GIVING NOTICE TO
THE TRANSFEROR, PRIOR TO THE EXPIRATION OF SUCH OFFER, SPECIFYING THE MAXIMUM
NUMBER OF THE SUBJECT SHARES THAT THE OFFEREE WISHES TO PURCHASE.
(D)
IF ONE OR MORE OFFEREES DO NOT AGREE TO PURCHASE ALL OF THE SUBJECT SHARES
TO WHICH SUCH OFFEREES ARE ENTITLED (SUCH SHARES NOT PURCHASED, THE "OFFEREE
REMAINING SHARES" AND TOGETHER WITH OFFEREE REMAINING SHARES OF ALL OTHER
OFFEREES, THE "AGGREGATE REMAINING SHARES"), THE TRANSFEROR SHALL PROMPTLY SO
NOTIFY EACH OFFEREE THAT HAS AGREED TO PURCHASE ALL OF THE SUBJECT SHARES SO
ENTITLED (EACH A "SECOND ROUND OFFEREE"), SUCH NOTICE TO CONSTITUTE AN OFFER TO
SELL, IRREVOCABLE FOR FIFTEEN (15) DAYS, TO
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