{"id":43724,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-yahoo-inc-and-terry-s-semel.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-yahoo-inc-and-terry-s-semel","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-yahoo-inc-and-terry-s-semel.html","title":{"rendered":"Stock Purchase Agreement – Yahoo! Inc. and Terry S. Semel"},"content":{"rendered":"
STOCK PURCHASE AGREEMENT<\/font><\/p>\n\n
\n\n
 <\/p>\n\n
by\nand between<\/p>\n\n
 <\/p>\n\n
Yahoo!\nInc.<\/font><\/p>\n\n
 <\/p>\n\n
and<\/p>\n\n
 <\/p>\n\n
Terry\nS. Semel<\/font><\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
 <\/p>\n\n
Dated\nas of April 16, 2001<\/p>\n\n\n\n\n\n\n\n
STOCK PURCHASE AGREEMENT<\/font><\/p>\n\n
             THIS\nSTOCK PURCHASE AGREEMENT is made and entered into as of April 16, 2001, by\nand between Yahoo! Inc., a Delaware corporation (\u0093Yahoo!<\/b>\u0094), and Terry S. Semel, an individual residing in Los\nAngeles, California (\u0093Purchaser<\/b>\u0094).<\/font><\/p>\n\n
             THE\nPARTIES AGREE AS FOLLOWS:<\/font><\/p>\n\n
ARTICLE\nI
\nSALE OF STOCK<\/u><\/p>\n\n
             Section\n1.1       Sale of Stock<\/u>.  Subject to the terms and conditions of this\nAgreement, on the Purchase Date (as defined below) Yahoo! will issue and sell\nto Purchaser, and Purchaser agrees to purchase from Yahoo!, 1,000,000 (One\nMillion) shares of Yahoo!\u0092s Common Stock (the \u0093Shares\u0094) at a purchase price of\nU.S.$17.62 per Share for a total purchase price of U.S.$17,620,000.00.<\/font><\/p>\n\n
             Section\n1.2       Purchase<\/u>.  The purchase and sale of the Shares under\nthis Agreement shall occur at the principal office of Yahoo! simultaneously\nwith the execution of this Agreement by the parties or on such other date as\nthe Company and Purchaser shall agree (the \u0093Purchase\nDate<\/b>\u0094).  On the Purchase\nDate, Yahoo! will deliver to Purchaser a certificate representing the Shares to\nbe purchased by Purchaser (which shall be issued in Purchaser\u0092s name) against\npayment of the purchase price therefor by Purchaser by check made payable to\nYahoo! or wire transfer of immediately available funds.<\/font><\/p>\n\n
ARTICLE\nII
\nREPRESENTATIONS AND WARRANTIES OF YAHOO!<\/u><\/p>\n\n
             Yahoo!\nhereby represents and warrants to Purchaser as follows:<\/font><\/p>\n\n
             Section\n2.1       Organization<\/u>  Yahoo! is a corporation duly organized,\nvalidly existing and in good standing under the laws of the State of Delaware.<\/font><\/p>\n\n
             Section\n2.2       Valid Issuance of Common\nStock<\/u>. The Shares, when issued and paid for in accordance with this\nAgreement, will be duly authorized, validly issued, fully paid, and\nnon-assessable.<\/font><\/p>\n\n
             Section\n2.3       Authority<\/u>.  Yahoo! has all requisite corporate power and\nauthority to enter into this Agreement and to consummate the transactions\ncontemplated by this Agreement.  The\nexecution and delivery of this Agreement and the consummation of the\ntransactions contemplated by this Agreement have been duly authorized by all\nnecessary corporate action on the part of Yahoo!  This Agreement has been duly executed and delivered by Yahoo!,\nand constitutes the valid and binding obligation of Yahoo!, enforceable in\naccordance with its terms, except to the extent that enforceability may be\nlimited by applicable bankruptcy, reorganization, insolvency, moratorium or\nother laws affecting the enforcement of creditors\u0092 rights generally and by\ngeneral principles of equity.<\/font><\/p>\n\n\n\n\n\n\n\n\n
 <\/p>\n\n
ARTICLE III
\nREPRESENTATIONS AND WARRANTIES OF PURCHASER<\/u><\/p>\n\n
             Purchaser\nhereby represents and warrants to Yahoo! as follows:<\/font><\/p>\n\n
             Section\n3.1       Authority<\/u>.  Purchaser has all requisite power and\nauthority to enter into this Agreement and to consummate the transactions\ncontemplated by this Agreement, including the acquisition of the Shares.  The execution and delivery of this Agreement\nand the consummation of the transactions contemplated by this Agreement have\nbeen duly authorized by all necessary action on the part of Purchaser.  This Agreement has been duly executed and\ndelivered by Purchaser, and constitutes the valid and binding obligation of\nPurchaser, enforceable in accordance with its terms, except to the extent that\nenforceability may be limited by applicable bankruptcy, reorganization,\ninsolvency, moratorium or other laws affecting the enforcement of creditors\u0092\nrights generally and by general principles of equity.<\/font><\/p>\n\n
             Section\n3.2       Purchase Entirely for Own Account<\/u>.  The Shares to be acquired by Purchaser will\nbe acquired for investment for Purchaser\u0092s own account, not as a nominee or\nagent, and not with a view to the resale or distribution of any part thereof,\nand Purchaser has no present intention of selling, granting any participation\nin, or otherwise distributing the same. \nPurchaser further represents that he does not presently have any\ncontract, undertaking, agreement or arrangement with any person to sell, transfer\nor grant participation to such person or to any third person, with respect to\nany of the Shares.<\/font><\/p>\n\n
             Section\n3.3       Investment Experience<\/u>.  Purchaser is an \u0093accredited investor\u0094 as\ndefined in Rule 501(a) under the Securities Act of 1933, as amended (the\n\u0093Securities Act\u0094).  Purchaser is aware\nof Yahoo!\u0092s business affairs and financial condition and has had access to and\nhas acquired sufficient information about Yahoo! to reach an informed and\nknowledgeable decision to acquire the Shares. \nPurchaser has such business and financial experience as is required to\ngive him the capacity to protect his own interests in connection with the\npurchase of the Shares.<\/font><\/p>\n\n
             Section\n3.4       Restricted Securities<\/u>.\nPurchaser understands that the Shares are characterized as \u0093restricted\nsecurities\u0094 under applicable U.S. federal and state securities laws inasmuch as\nthey are being acquired from Yahoo! in a transaction not involving a public\noffering and that, pursuant to these laws and applicable regulations, Purchaser\nmust hold the Shares indefinitely unless they are registered with the\nSecurities and Exchange Commission (the \u0093SEC\u0094), and qualified by state\nauthorities, or an exemption from such registration and qualification\nrequirements is available.  Purchaser\nfurther acknowledges that if an exemption from registration or qualification is\navailable, it may be conditioned on various requirements including, but not\nlimited to, the time and manner of sale, the holding period for the Shares, and\non requirements relating to Yahoo! which are outside of Purchaser\u0092s control,\nand which Yahoo! is under no obligation and may not be able to satisfy.  In this connection, Purchaser represents\nthat he is familiar with SEC Rule 144, as presently in effect, and understands\nthe resale limitations imposed thereby and by the Securities Act.<\/font><\/p>\n\n\n\n\n
 <\/p>\n\n
             Section\n3.5       Legends<\/u>.  Purchaser understands that the Shares, and\nany securities issued in respect thereof or exchange therefor, may bear one or\nall of the following legends:<\/font><\/p>\n\n
                           (a)         \u0093THE SECURITIES REPRESENTED BY THIS\nCERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE\nBEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE\nSALE OR DISTRIBUTION THEREOF.  THESE\nSECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF\nUNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY\nAPPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS\nAVAILABLE.\u0094<\/font><\/p>\n\n
                           (b)        Any legend required by the Blue Sky laws\nof any state to the extent such laws are applicable to the shares represented\nby the certificate so legended.<\/font><\/p>\n\n
ARTICLE\nIV
\nMISCELLANEOUS<\/u><\/p>\n\n
             Section\n4.1       Governing Law<\/u>.  This Agreement shall be governed in all\nrespects by the laws of the State of Delaware (without reference to its\nconflicts of laws principles).<\/font><\/p>\n\n
             Section\n4.2       Survival<\/u>.  The representations, warranties, covenants\nand agreements made herein shall survive the closing of the transactions\ncontemplated hereby.<\/font><\/p>\n\n
             Section\n4.3       Successors and Assigns<\/u>.  Except as otherwise expressly provided\nherein, the provisions hereof shall inure to the benefit of, and be binding\nupon, the successors, assigns, heirs, executors and administrators of the\nparties hereto.<\/font><\/p>\n\n
             Section\n4.4       Entire Agreement; Amendment<\/u>.  This Agreement constitutes the full and\nentire understanding and agreement among the parties with regard to the\nsubjects hereof and thereof.  The\nfailure by either party to enforce any rights under this Agreement shall not be\nconstrued as a waiver of any rights of such party.  Any term of this Agreement may be amended and the observance of\nany term of this Agreement may be waived (either generally or in a particular\ninstance and either retroactively or prospectively), only with the written\nconsent of Yahoo! and Purchaser.<\/font><\/p>\n\n
             Section\n4.5       Notices<\/u>.  Any notice required or permitted by this\nAgreement shall be in writing and shall be deemed sufficient when delivered\npersonally or sent by telegram or fax or 48 hours after being deposited in the\nU.S. mail, as certified or registered mail, with postage prepaid, and addressed\nto the party to be notified at such party\u0092s address or fax number as set forth\nbelow or as subsequently modified by written notice.<\/font><\/p>\n\n\n\n\n
 <\/p>\n\n
             Section\n4.6       Severability<\/u>.  If one or more provisions of this Agreement\nare held to be unenforceable under applicable law, the parties agree to\nrenegotiate such provision in good faith. \nIn the event that the parties cannot reach a mutually agreeable and\nenforceable replacement for such provision, then (i) such provision shall\nbe excluded from this Agreement, (ii) the balance of this Agreement shall\nbe interpreted as if such provision were so excluded and (iii) the balance\nof this Agreement shall be enforceable in accordance with its terms.<\/font><\/p>\n\n
             Section\n4.7       California Corporate\nSecurities Law<\/u>.  THE SALE OF THE\nSECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAS NOT BEEN QUALIFIED WITH\nTHE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE\nOF SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION\nTHEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES\nIS EXEMPT FROM THE QUALIFI\u00adCATION BY SECTION 25100, 25102, OR 25105 OF THE\nCALIFORNIA CORPORATIONS CODE.  THE\nRIGHTS OF ALL PARTIES TO THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH\nQUALIFICATION BEING OBTAINED, UNLESS THE SALE IS SO EXEMPT.<\/font><\/p>\n\n
             Section\n4.8       Counterparts<\/u>.  This Agreement may be executed in any number\nof counterparts, each of which shall be an original, but all of which together\nshall constitute one instrument. \nExecution and delivery of this Agreement by exchange of facsimile copies\nbearing the facsimile signature of a party hereto shall constitute a valid and\nbinding execution and deliv\u00adery of this Agreement by such party.  Such facsimile copies shall constitute\nenforceable original documents.<\/font><\/p>\n\n
             Section\n4.9       Attorneys\u0092 Fees<\/u>.  If any action or proceeding shall be\ncommenced to enforce this Agreement or any right arising in connection with\nthis Agreement, the prevailing party in such action or proceeding shall be\nentitled to recover from the other party, the reason\u00adable attorneys\u0092 fees,\ncosts and expenses incurred by such prevailing party in connection with such\naction or proceeding or negotiation to avoid such action or proceeding.<\/font><\/p>\n\n\n\n\n\n\n\n\n
             IN\nWITNESS WHEREOF, the parties have executed this Agreement as of the day and\nyear set forth in the first paragraph hereof.<\/font><\/p>\n\n<\/pre>\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\nYAHOO!
\n  INC.<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nBy:  \/s\/ Timothy Koogle<\/font><\/p>\n
<\/td>\n<\/tr>\n
 <\/td>\nTitle:
\n  Chairman and Chief Executive Officer<\/font><\/p>\n
<\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nAddress:<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\n3420
\n  Central Expressway<\/font><\/td>\n<\/tr>\n
 <\/td>\nSanta
\n  Clara, CA  95051<\/font><\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/table>\n
             <\/font><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
 <\/td>\nPURCHASER:<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nTerry
\n  S. Semel<\/font><\/td>\n<\/tr>\n
 <\/td>\n             \/s\/ Terry S. Semel<\/font><\/td>\n<\/tr>\n
 <\/td>\n\n
<\/td>\n<\/tr>\n
 <\/td>\n(Signature)<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nAddress:<\/font><\/td>\n<\/tr>\n
 <\/td>\n <\/td>\n<\/tr>\n
 <\/td>\nc\/o
\n  T.A.G. Partners LLC<\/font><\/td>\n<\/tr>\n
 <\/td>\n9460
\n  Wilshire Blvd.<\/font><\/td>\n<\/tr>\n
 <\/td>\nSuite
\n  600<\/font><\/td>\n<\/tr>\n
 <\/td>\nBeverly
\n  Hills, CA  90212<\/font><\/td>\n<\/tr>\n<\/table>\n
 <\/font><\/u><\/b><\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9377],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9622,9627],"class_list":["post-43724","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-yahoo-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43724","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43724"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43724"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43724"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43724"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}