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 20,929,000 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 per share (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 (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 of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price 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), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 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 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 20,929,000 an aggregate of 2,913,172 fully paid and nonassessable common shares of Issuer's common stock, par value $5.00 Issuer ("Common Shares") at a price per share equal to U.S. $6.25 (such price, as adjusted if applicable, the "Option Price") or an aggregate purchase price for the Common Shares of U.S. $18,207,325 (the "Common Stock"), at a price of $72.00 per share (the "Aggregate Option Price"); provided, however, 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 of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares Common Shares (without giving effect to any exercise of Common Stock this Option) at the time of exerciseexercise without giving effect to the Common 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 is 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 AgreementAgreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock Shares subject to the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor together with any Common Shares previously issued pursuant to this Option) hereto, equals 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 "OPTION") to purchase, subject to the terms hereof, up to 20,929,000 6,921,479 fully paid and nonassessable shares of Issuer's common stock, without par value $5.00 per share (the "Common StockCOMMON STOCK"), at a price of $72.00 42.96 per share (the "Option OPTION Price"); providedPROVIDED, however, that in the event Issuer issues or agrees to issue any shares of Common Stock (other than as permitted under the Merger 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; providedPROVIDED, further, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exerciseexercise without giving effect to any shares subject or issued 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 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 AgreementAgreement and other than an event described in Section 5 hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 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 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 20,929,000 the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of Issuer's the common stock, $0.01 par value $5.00 per share share, of Issuer (the "Common StockCOMMON 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 (other than as permitted under the Merger Agreement) at a price less than the Option Price per share in cash equal to $35.69 (such price, as adjusted pursuant to Section 5)if applicable, the Option Price shall be equal to such lesser price"OPTION PRICE"); providedPROVIDED, furtherHOWEVER, that in no event shall the number of shares of Common Stock for which this Option is exercisable exceed 19.9% the Option Percentage (as defined in Section 19 below) of the Issuer's issued and outstanding shares of Common Stock at the time of exerciseexercise 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 is 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 AgreementAgreement 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 (including the number together with any shares of shares theretofor Common Stock previously issued pursuant to this Option) hereto, equals 19.9% 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 20,929,000 the Option Amount (as defined in Section 19 below) of fully paid and nonassessable shares of Issuer's the common stock, $0.01 par value $5.00 per share share, of Issuer (the "Common Stock"), ) at a price of $72.00 per share in cash equal to $35.69 (such price, as adjusted if applicable, the "Option Price"); provided, however, 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 of Common Stock for which this Option is exercisable exceed 19.9% the Option Percentage (as defined in Section 19 below) of the Issuer's issued and outstanding shares of Common Stock at the time of exerciseexercise 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 is 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 AgreementAgreement 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 (including the number together with any shares of shares theretofor Common Stock previously issued pursuant to this Option) hereto, equals 19.9% 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 hereofand conditions of this Agreement, up to 20,929,000 64,992,261 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 0.01 per share (the "Common Stock"), of Issuer at a price of $72.00 per share in cash equal to the average of the closing price of Issuer's Common Stock on the New York Stock Exchange (as 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 defined below) (the "Option Price"); provided, however, 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 of Common Stock for which this the Option is exercisable exceed 19.912.5% of the Issuer's issued and outstanding shares of Common Stock issued and outstanding at the time of exerciseexercise (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 is 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), 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, it equals the Maximum Applicable Percentage. No such number (including increase shall affect the number of shares theretofor issued pursuant to this Option) equals 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 to breach any provision of the Merger AgreementOption Price.

The Option. (a) Issuer hereby grants to Grantee an unconditional, irrevocable option (the "OPTIONOption") to purchase, subject to the terms hereof, up to 20,929,000 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 per share (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 (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 of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price 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), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 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 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 20,929,000 an aggregate of 2,634,131 fully paid and nonassessable shares of Issuer's the common stock, $0.01 par value $5.00 per share share, of Issuer (the "Common Stock"), ) at a price of $72.00 per share equal to $29.23 (such price, as adjusted if applicable, the "Option Price"); provided, however, 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 of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exerciseexercise 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 is 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 AgreementAgreement and other than pursuant to an event described in Section 5(a) hereof), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number (including the number together with any shares of shares theretofor Common Stock previously issued pursuant to this Option) hereto, equals 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 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 20,929,000 18,965,678 fully paid and nonassessable shares of Issuer's ' common stock, par value $5.00 1.00 per share (the "Common Stock"), at a price of $72.00 74.625 per share (the "Option Price"); provided, however, 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 of Common Stock for which this Option is exercisable exceed 19.9% of the Issuer's issued and outstanding shares of Common Stock at the time of exercise. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price is 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), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number (including the number of shares theretofor issued pursuant to this Option) equals 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 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 20,929,000 1,031,861 fully paid and nonassessable shares of Issuer's common stock, par value $5.00 0.01 per share (the "Common Stock"), at a price of $72.00 127.14 per share (the "Option Price"); provided, however, 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 of Common Stock for which this Option is exercisable exceed 2.39% (and together with the number 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. The number of shares of Common Stock that may be received upon the exercise of the Option and the Option Price is 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), the number of shares of Common Stock subject to the Option shall be increased so that, after such issuance, such number equals 2.39% (including and together with the number of shares theretofor issued pursuant for which that certain option of even date herewith granted to this Option) USA Networks, Inc. is exercisable equals 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 to breach any provision of the Merger Reorganization Agreement.