Common use of Limitation of Preemptive Rights Clause in Contracts

Limitation of Preemptive Rights. (a) In connection with the IPO and subsequent follow-on offerings by the Company, the foregoing Preemptive Rights shall apply only to the extent necessary to maintain the Yahoo Economic Interest Percentage, the Management Member Economic Interest Percentage or the SOFTBANK Economic Interest Percentage, as appropriate, immediately following the IPO or such follow-on offering, at 87.5% of the Yahoo Economic Interest Percentage, the Management Member Economic Interest Percentage or the SOFTBANK Economic Interest Percentage, as appropriate, immediately prior to the IPO or such offering. (b) The Preemptive Rights set forth in Section 6.1 shall not apply to any issuance of Equity Securities of the Company as consideration for the merger or acquisition (or any similar transaction) of an operating entity (including Equity Securities issued to holders of shares, options or other equity interests in such entity), which transaction is not made for the purpose or effect of avoiding the provisions of Section 6.1, if the cumulative dilutive effects of such issuances (i) in any twelve (12) month period is less than 2% of the Company’s Ordinary Shares, and (ii) in the aggregate for all such issuances, less than 5% of the Company’s Ordinary Shares.

Limitation of Preemptive Rights. (a) In connection with the IPO and subsequent follow-on offerings by the Company, the foregoing Preemptive Rights shall apply only to the extent necessary to maintain the Yahoo Economic Interest Percentage, the Management Member Economic Interest Percentage or the SOFTBANK Economic Interest Percentage, as appropriate, immediately following the IPO or such follow-on offering, at 87.5% of the Yahoo Economic Interest Percentage, the Management Member Economic Interest Percentage or the SOFTBANK Economic Interest Percentage, as appropriate, immediately prior to the IPO or such offering. (b) The Preemptive Rights set forth in Section 6.1 shall not apply to any issuance of Equity Securities of the Company as consideration for the merger or acquisition (or any similar transaction) of an operating entity (including Equity Securities issued to holders of shares, options or other equity interests in such entity), which transaction is not made for the purpose or effect of avoiding the provisions of Section 6.1, if the cumulative dilutive effects of such issuances (i) in i)in any twelve (12) month period is less than 2% of the Company’s Ordinary Shares, and (ii) in ii)in the aggregate for all such issuances, less than 5% of the Company’s Ordinary Shares.