Common use of The Option Clause in Contracts

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTION") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("COMMON STOCK") at a price per share in cash equal to $35.69 (such price, as adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVER, that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTION") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of 20,929,000 fully paid and nonassessable shares of the Issuer's common stock, $0.01 par value $5.00 per shareshare (the "Common Stock"), at a price of $72.00 per share (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock ("COMMON STOCK"other than as permitted under the Merger Agreement) at a price per share in cash less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to $35.69 (such lesser price; provided, as adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVERfurther, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, ---------- irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up ------ to the Option Amount (as defined in Section 19 below) of 6,921,479 fully paid and nonassessable shares of the Issuer's common stock, $0.01 without par value (the "Common Stock"), at a price of $42.96 per shareshare (the ------------ "Option Price"); provided, however, that in the event Issuer issues or agrees ------------ -------- to issue any shares of Issuer Common Stock ("COMMON STOCK"other than as permitted under the Affiliation Agreement) at a price per share in cash less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to $35.69 (such lesser price; provided, as adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVERfurther, that in no event shall the number of shares of Common Stock -------- for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the any shares of Common Stock subject or issued or issuable under pursuant to the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) 5 hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Affiliation Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTION") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of 6,921,479 fully paid and nonassessable shares of the Issuer's common stock, $0.01 without par value per share, of Issuer (the "COMMON STOCK") ), at a price of $42.96 per share in cash equal to $35.69 (such price, as adjusted if applicable, the "OPTION PRICEPrice"); PROVIDED, HOWEVERhowever, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Affiliation Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; PROVIDED, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the any shares of Common Stock subject or issued or issuable under pursuant to the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) 5 hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Affiliation Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) an aggregate of 2,913,172 fully paid and nonassessable common shares of the common stock, $0.01 par value per share, of Issuer ("COMMON STOCKCommon Shares") at a price per share in cash equal to U.S. $35.69 6.25 (such price, as adjusted if applicable, the "OPTION PRICEOption Price") or an aggregate purchase price for the Common Shares of U.S. $18,207,325 (the "Aggregate Option Price"); PROVIDEDprovided, HOWEVERhowever, that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the issued and outstanding shares Common Shares (without giving effect to any exercise of Common Stock this Option) at the time of exercise without giving effect to the shares of Common Stock Shares issued or issuable under the Option. The number of shares of Common Stock Shares that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock Shares are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a5(a) hereof), the number of shares of Common Stock Shares subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock Shares previously issued pursuant hereto, equals the Option Percentage 19.9% of the number of shares of Common Stock Shares then issued and outstanding (without giving effect to any exercise of this Option) without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Offer Agreement. Any such increase shall not affect the Aggregate Option Price.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("COMMON STOCKCommon Stock") at a price per share in cash equal to $35.69 (such price, as adjusted if applicable, the "OPTION PRICEOption Price"); PROVIDEDprovided, HOWEVERhowever, that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of 20,929,000 fully paid and nonassessable shares of the Issuer's common stock, $0.01 par value $5.00 per shareshare (the "Common Stock"), at a price of $72.00 per share (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock ("COMMON STOCK"other than as permitted under the Merger Agreement) at a price per share in cash less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to $35.69 (such lesser price; provided, as adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVERfurther, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are is subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any (including the number of shares of Common Stock previously theretofor issued pursuant hereto, to this Option) equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) an aggregate of 2,634,131 fully paid and nonassessable shares of the common stock, $0.01 par value per share, of Issuer ("COMMON STOCKCommon Stock") at a price per share in cash equal to $35.69 29.23 (such price, as adjusted if applicable, the "OPTION PRICEOption Price"); PROVIDEDprovided, HOWEVERhowever, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger Agreement) at a price less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to such lesser price; provided, further, that in no event shall the number of shares for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Option. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of 18,965,678 fully paid and nonassessable shares of the Issuer' common stock, $0.01 par value $1.00 per shareshare (the "Common Stock"), at a price of $74.625 per share (the "Option Price"); provided, however, that in the event Issuer issues or agrees to issue any shares of Common Stock ("COMMON STOCK"other than as permitted under the Merger Agreement) at a price per share in cash less than the Option Price (as adjusted pursuant to Section 5), the Option Price shall be equal to $35.69 (such lesser price; provided, as adjusted if applicable, the "OPTION PRICE"); PROVIDED, HOWEVERfurther, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, equals the Option Percentage 19.9% of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to the Option Amount (as defined in Section 19 below) of 1,031,861 fully paid and nonassessable shares of the Issuer's common stock, par value $0.01 par value per shareshare (the "Common Stock"), of Issuer ("COMMON STOCK") at a price of $127.14 per share in cash equal to $35.69 (such price, as adjusted if applicable, the "OPTION PRICEOption Price"); PROVIDED, HOWEVERprovided, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 2.39% (and together with the Option Percentage (as defined in Section 19 belownumber of shares for which that certain option of even date herewith granted to USA Networks, Inc. is exercisable exceed 19.9%) of the Issuer's issued and outstanding shares of Common Stock at the time of exercise without giving effect to the shares of Common Stock issued or issuable under the Optionexercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price are subject to adjustment as herein set forth. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than except for shares issued pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereofAgreement), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number equals 2.39% (and together with any the number of shares for which that certain option of Common Stock previously issued pursuant heretoeven date herewith granted to USA Networks, Inc. is exercisable equals the Option Percentage 19.9%) of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger Reorganization Agreement.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereofand conditions of this Agreement, up to the Option Amount (as defined in Section 19 below) of 28,895,812 fully paid and nonassessable common shares of in the common stock, $0.01 par value per share, capital of Issuer ("COMMON STOCKCommon Stock") ), of Issuer at a price per share in cash equal to $35.69 the average of the closing price of Issuer's Common Stock on the New York Stock Exchange (such priceas reported in The Wall Street Journal, New York City edition) on the five trading days ending on the last trading day preceding the Notice Date (as adjusted if applicable, defined below) (the "OPTION PRICEOption Price"); PROVIDEDprovided, HOWEVERhowever, that in no event shall the number of shares for which this the Option is exercisable exceed the Option Percentage (as defined in Section 19 below) 12.5% of the issued and outstanding shares of Common Stock issued and outstanding at the time of exercise without (giving effect to the shares of Common Stock issued or issuable under the Option) (the "Maximum Applicable Percentage"). The number of shares of Common Stock that may be received purchasable upon the exercise of the Option and the Option Price are subject to adjustment as herein set forthforth in this Agreement. (b) In the event that any additional shares of Common Stock are issued or otherwise become outstanding after the date of this Agreement (other than pursuant to this Agreement and other than pursuant to an event described in Section 4(a) hereofAgreement), the aggregate number of shares of Common Stock subject to purchasable upon exercise of the Option (inclusive of shares, if any, previously purchased upon exercise of the Option) shall automatically be increased (without any further action on the part of Issuer or Grantee being necessary) so that, after such issuance, such number together with any shares of Common Stock previously issued pursuant hereto, it equals the Maximum Applicable Percentage. No such increase shall affect the Option Percentage of the number of shares of Common Stock then issued and outstanding without giving effect to any shares subject or issued pursuant to the Option. Nothing contained in this Section 1(b) or elsewhere in this Agreement shall be deemed to authorize Issuer or Grantee to breach any provision of the Merger AgreementPrice.