Common use of Marketing Restrictions Clause in Contracts

Marketing Restrictions. (a) For a period of [*] after expiration or termination of the Agreement, Itau agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers or the AOLB Members in any online or offline marketing or promotional activities with respect to products and services of Access Providers, AOLB Designated Entities as of termination or expiration or ISP Products, (ii) not to disparage AOLA or AOLB or otherwise make statements directly comparing Itau's new access program to the AOLB Service or Co-Branded Service; and (iii) not to use the AOLB Network to distribute, market or promote any ISP Products except as provided below nor the AOLB Designated Entities listed as of such expiration or termination date, nor to authorize or permit any third party to use the AOLB Network to distribute, market or promote any ISP Products specifically targeted to the AOLB/Itau Subscribers or AOLB Members except with the express written permission of AOLB. The following activities by Itau shall not be considered violations of this Section: (a) continuing to use an XXX.xxx domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an XXX.xxx domain name, provided that such e-mails comply with (i) and (ii) above; (c) sending e-mails to former AOLB/Itau Subscribers informing such individuals of an ISP Product of which the Parties did not agree to create a Co-Branded version of such ISP Product pursuant to this Agreement, and (d) including promotions for ISP Products and AOLB Designated Entities on pages of the Itau Interactive Sites other than those subject to restrictions pursuant to Section 11.9.2. (b) For a period of [*] after expiration or termination of the Agreement, AOLB agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers in any online or offline marketing or promotional activities with respect to (A) Financial Services offered by third-parties or (B) Financial Institutions, and (ii) not to disparage Itau or otherwise make statements directly comparing Itau's Financial Services with the Financial Services of any new Financial Institution partners.

Marketing Restrictions. (a) For a period of [*] after expiration or termination of the Agreement, Itau agrees If (i) not specifically to target, any Holder of Registrable Securities requests registration of Registrable Securities under Section 2.1 or to authorize or permit any third party to target, the AOLB/Itau Subscribers or the AOLB Members in any online or offline marketing or promotional activities with respect to products and services of Access Providers, AOLB Designated Entities as of termination or expiration or ISP Products2.2, (ii) not the offering proposed to disparage AOLA or AOLB or otherwise make statements directly comparing Itau's new access program be made is to be an underwritten public offering and (iii) the managing underwriters of such public offering furnish a written opinion that the total amount of securities to be included in such offering would exceed the maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the AOLB Service or Co-Branded Servicethen current market value of such securities and without materially and adversely affecting such offering, then the rights of the Company, the Holders of Registrable Securities and the holder of other securities having the right to include such securities in such registration to participate in such offering shall be as follows: If such registration shall have been proposed by the Company, (i) the Company shall be entitled to participate in such registration first; (ii) then Holders of Registrable Securities under this Agreement shall be entitled to participate in such registration (pro rata based on the number of Registrable Securities held by each) and (iii) other security holders of the Company shall be entitled to participate in such registration (pro rata based on the number of securities held by each security holder and in accordance with the relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holders of Registrable Securities pursuant to Section 2.1 hereof, (i) the Holders of Registrable Securities shall be entitled to participate in such registration (pro rata based on the number of Registrable Securities held by each) first; and (ii) then the Company and other security holders of the Company entitled to participate will be entitled to participate in such registration (with the holders of such securities being entitled to participate in accordance with the relative priorities, if any, as shall exist among them), in each case with further pro rata allocations to the extent any such person has requested registration of fewer securities than such person is entitled to have registered so that the number of securities to be included in such registration will not exceed the Maximum Amount. If such registration shall have been requested by the holders of other securities pursuant to a right granted by the Company to request such registration, (i) the holders requesting such registration shall be entitled to participate in such registration (with such holders being entitled to participate in accordance with the relative priorities, if any, as shall exist among them); (ii) then the Holders of Registrable Securities shall be entitled to participate in accordance with the number of shares held by them (pro rata based on the number of Registrable Securities held by each); and (iii) not to use then the AOLB Network to distribute, market or promote any ISP Products except as provided below nor the AOLB Designated Entities listed as of such expiration or termination date, nor to authorize or permit any third party to use the AOLB Network to distribute, market or promote any ISP Products specifically targeted to the AOLB/Itau Subscribers or AOLB Members except with the express written permission of AOLB. The following activities by Itau shall not be considered violations of this Section: (a) continuing to use an XXX.xxx domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an XXX.xxx domain name, provided that such e-mails comply with (i) Company and (ii) above; (c) sending e-mails to former AOLB/Itau Subscribers informing such individuals of an ISP Product of which the Parties did not agree to create a Co-Branded version of such ISP Product pursuant to this Agreement, and (d) including promotions for ISP Products and AOLB Designated Entities on pages other security holders of the Itau Interactive Sites other than those subject Company entitled to restrictions pursuant participate will be entitled to Section 11.9.2. (b) For a period of [*] after expiration or termination of the Agreement, AOLB agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers in any online or offline marketing or promotional activities with respect to (A) Financial Services offered by third-parties or (B) Financial Institutions, and (ii) not to disparage Itau or otherwise make statements directly comparing Itau's Financial Services with the Financial Services of any new Financial Institution partners.participate