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 ▇▇▇.▇▇▇ domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an ▇▇▇.▇▇▇ 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 ______________________________________ Footnote continued from previous page. 319 ______________________________________ 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 then 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 holders 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 or Co-Branded Serviceshares of Common Stock, respectively, 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 ______________________________________ Footnote continued from previous page. ______________________________________ 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 or shares of Common Stock, respectively, held by each); and (iii) not then the Company and other security holders of the Company entitled to use participate will be entitled to participate in such registration (with the AOLB Network to distribute, market or promote any ISP Products except as provided below nor the AOLB Designated Entities listed as holders of such expiration or termination datesecurities being entitled to participate in accordance with the relative priorities, nor to authorize or permit any third party to use the AOLB Network to distributeif any, market or promote any ISP Products specifically targeted as shall exist among them), in each case with further pro rata allocations to the AOLB/Itau Subscribers 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; and no securities (issued or AOLB Members except with the express written permission of AOLB. The following activities by Itau shall not be considered violations of this Section: (aunissued) continuing to use an ▇▇▇.▇▇▇ domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an ▇▇▇.▇▇▇ 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 registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to restrictions registrations on Form S-4 or Form S-8 or any successor form or other forms not available for registering capital stock for sale to the public at large) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 11.9.2. (b) For 2.2 or such shorter period as may be acceptable to the Company and the Holders of a period of [*] after expiration or termination majority of the Agreement, AOLB agrees (i) not specifically to target, or to authorize or permit any third party to target, the AOLB/Itau Subscribers Registrable Securities who may be participating 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 partnerssuch offering.

Marketing Restrictions. (a) For a period of [*] after expiration or termination of the Agreement, Itau agrees If (i) not specifically to target, a Holder of Registrable Securities requests registration of Registrable Securities as contemplated by 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 the AOLB Service or Co-Branded Service; be an underwritten public offering, 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 managing underwriters of such expiration or termination date, nor public offering furnish a written opinion that the total amount of securities to authorize or permit any third party to use be included in such offering would exceed the AOLB Network to distribute, market or promote any ISP Products specifically targeted maximum amount of securities (the "Maximum Amount") (as specified in such opinion) which can be marketed at a price reasonably related to the AOLB/Itau Subscribers or AOLB Members except with then current market value of such securities and without materially and adversely affecting such offering, then the express written permission rights of AOLB. The following activities the Company, the Holders of Registrable Securities and the holders 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 Itau shall not be considered violations of this Section: (a) continuing to use an ▇▇▇.▇▇▇ domain name; (b) sending e-mail to former AOLB/Itau Subscribers that continue to maintain an ▇▇▇.▇▇▇ domain namethe Company, provided that such e-mails comply with (i) the Company shall be entitled to participate in such registration first; and (ii) above; (c) sending e-mails to former AOLB/Itau Subscribers informing such individuals then Holders of an ISP Product Registrable Securities and other holders 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 securities of the Itau Interactive Sites Company entitled to participate shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder and other than those subject to restrictions holders of securities (on an as converted basis) and in accordance with other relative priorities, if any, as shall exist among them). If such registration shall have been requested by the Demand Holderof Registrable Securities pursuant to Section 11.9.2. (b) For a period of [*] after expiration or termination of the Agreement2.1 hereof, AOLB agrees (i) not specifically the Holders of Registrable Securities shall be entitled to target, or to authorize or permit any third party to target, participate in such registration (pro rata based on the AOLB/Itau Subscribers in any online or offline marketing or promotional activities with respect to number of Registrable Securities (Aon an as converted basis) Financial Services offered held by third-parties or (Beach) Financial Institutions, first; and (ii) not then the Company and other security holders of the Company entitled to disparage Itau or otherwise make statements directly comparing Itau's Financial Services participate will be entitled to participate in such registration (with the Financial Services 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 new Financial Institution partnerssuch 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) first; and (ii) then the Holders of Registrable Securities, the Company and other holders of securities of the Company entitled to participate shall be entitled to participate in such registration (pro rata based on the number of shares of Common Stock held by each Holder, the number of shares proposed to be registered by the Company and the number of shares held by other holders of securities (on an as converted basis) and in accordance with the other 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; and no securities (issued or unissued) other than those registered and included in the underwritten offering shall be offered for sale or other disposition in a transaction which would require registration under the Securities Act (but excluding any issuance of shares pursuant to registrations on Form S-4 or Form S-8 or any successor form or forms) until the expiration of 90 days after the effective date of the Registration Statement in which Registrable Securities were included pursuant to Section 2.2 or such shorter period as may be acceptable to the Company and the Holders of a majority of the Registrable Securities who may be participating in such offering.