Common use of Yahoo Clause in Contracts

Yahoo. (in its capacity as a Member) shall attend any general meeting or otherwise cause the Yahoo Excess Vote Shares to be represented thereat for purposes of establishing a quorum and vote or consent (or cause to be voted) the Yahoo Excess Vote Shares as directed in writing by and at the sole and absolute discretion of the representative of the Management Members not less than five Business Days before the meeting is held or consent is executed. In the event that Yahoo does not comply with the provisions of this Article 53 at any general meeting, the chairman of the meeting may disregard the votes purportedly cast by Yahoo in respect of the Yahoo Excess Vote Shares, and all votes attaching to the Yahoo Excess Vote Shares shall be cast, and be deemed to have been cast on behalf of Yahoo, in accordance with this Article 53. Softbank (in its capacity as a Member) shall attend any general meeting or otherwise cause the Softbank Excess Vote Shares to be represented thereat for purposes of establishing a quorum and vote or consent (or cause to be voted) the Softbank Excess Vote Shares as directed in writing by and at the sole and absolute discretion of the representative of the Management Members not less than five Business Days before the meeting is held or consent is executed. In the event that Softbank does not comply with the provisions of this Article 53 at any general meeting, the chairman of the meeting may disregard the votes purportedly cast by Softbank in respect of the Softbank Excess Vote Shares and all votes attaching to the Softbank Excess Vote Shares shall be cast, and be deemed to have been cast on behalf of Softbank, in accordance with this Article 53. The foregoing obligations of Yahoo and Softbank in this Article 53 do not apply to any Equity Securities held by them that are not Yahoo Excess Vote Shares or Softbank Excess Vote Shares, respectively. Neither Yahoo nor Softbank may enter into any agreement with any Person the effect of which would prevent compliance by such party with any provision contained in this Article 53.