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This excerpt taken from the YHOO 8-K filed Aug 16, 2005. 8. Covenants.8.1 Standstill. No Shareholder may acquire any Equity Securities of the Company if immediately following such acquisition such Shareholder shall own 50% or more of the outstanding voting power or economic benefit of the Company without the prior written approval of JM, (or in the case of any Management Member, without the consent of Yahoo and SOFTBANK), provided, that the approval right of JM in this Section 8.1 shall terminate upon the earliest to occur of (i) the second anniversary of the closing of the IPO, (ii) the fifth anniversary of the Closing Date, (iii) JM ceasing to be both the Chief Executive Officer and a director of the Company and (iv) JM ceasing to own at least 1% of the outstanding Ordinary Shares on a Fully Diluted Basis.8.2 Chief Executive Officer. JM shall continue to be the Company’s Chief Executive Officer following the Closing Date. Each of Yahoo, SOFTBANK and the Management Members agree that they will ensure that their respective designated directors shall vote in favor of JM continuing to serve as the Company’s Chief Executive Officer, unless he is removed earlier for Cause, until the earlier to occur of (i) the closing date of the IPO, (ii) the fifth anniversary of the Closing Date, and (iii) his resignation, retirement, death or incapacity.8.3 Compliance Officer. The Company and Yahoo will mutually agree on the appointment of certain personnel in the legal and finance departments of the Company (the “Compliance Officers”). Among other duties, the Compliance Officers shall provide assistance to Yahoo in relation to Yahoo’s compliance with applicable Law (including, without limitation, United States securities laws), and Nasdaq and stock exchange rules and requirements, in each case, with respect to the Company. Except for Cause, the Company shall not remove any Compliance Officer without Yahoo’s written
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consent (such consent not to be unreasonably conditioned, withheld or delayed), and shall promptly remove any Compliance Officer upon Yahoo’s written request. Any vacancy created by the removal, resignation, retirement, death or incapacity of any Compliance Officer shall be filled promptly by the Company with a replacement mutually agreed upon by Yahoo and the Company.8.4 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, Affiliates, shareholders, limited partners, members of its investment committees, advisory committees, similar bodies, and Persons related thereto, who are informed of the confidentiality obligations of this Section 8.4 and such party shall be responsible for any violation of this Section 8.4 made by any such Person, (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 or appropriate (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), 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. |
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