EXHIBIT 99.13
Option on Gemstar Stock
STOCK OPTION AGREEMENT
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THIS STOCK OPTION AGREEMENT (the "Agreement") is entered into as of October
4, 1999, by and between TV Guide, Inc., a Delaware corporation (the "Grantee"),
and Gemstar International Group Limited, a British Virgin Islands corporation to
be continued and domesticated as a Delaware corporation (the "Grantor").
WHEREAS, Grantee and Grantor are entering into an Agreement and Plan of
Merger, dated as of the date hereof (the "Merger Agreement"), which provides,
among other things, for the merger of a subsidiary of Grantor into Grantee;
WHEREAS, as a condition and inducement to Grantee's willingness to enter
into the Merger Agreement, Grantee has requested that Grantor grant to Grantee
an option to purchase up to 17,570,794 shares of the Ordinary Shares, par value
$0.01 per share, of Grantor (the "Common Stock"), upon the terms and subject to
the conditions hereof; and
WHEREAS, in order to induce Grantee to enter into the Merger Agreement,
Grantor is willing to grant Grantee the requested option.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereto agree as follows:
1. The Option. Subject to the terms and conditions set forth herein,
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Grantor hereby grants to Grantee an irrevocable option (the "Option") to
purchase shares of Common Stock (together with rights attached thereto to
purchase Series A Junior Participating Preferred Stock of the Grantor issued
pursuant to the Rights Agreement (the "Rights Agreement") dated as of July 10,
1998 between the Grantor and American Stock Transfer & Trust Company, as rights
agent) (the "Shares"), at a cash purchase price equal to $83.625 per share (the
"Purchase Price"), up to a maximum of 17,570,794 Shares (as may be adjusted as
provided herein), for a total amount of $1,469,357,648.25 (the "Total Purchase
Price").
Option on Gemstar Stock
2. Exercise.
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a. The Option may be exercised by Grantee, in whole or in part, at
any time, or from time to time, following the occurrence of a Triggering Event,
as defined herein, and prior to the termination of the Option in accordance with
the terms of this Agreement, to purchase Shares. In the event Grantee wishes to
exercise the Option, Grantee shall send a written notice to Grantor (the
"Exercise Notice") specifying (i) a date for the closing of such purchases
(subject to the HSR Act (as defined below)) and any applicable regulatory
approvals) not later than 20 business days and not earlier than 5 business days
following the date such notice is given, and (ii) the number of Shares for which
the Option is being exercised. Grantor shall give Grantee prompt written notice
of any Triggering Event.
b. For purposes of this Agreement, a "Triggering Event" shall mean:
i. at any time prior to termination of the Merger Agreement
pursuant to Section 7.1 thereof, (A) a Grantor Takeover Proposal shall have been
proposed by any person other than Grantee, or any person other than Grantee
shall have publicly announced an intention (whether or not conditional) to
propose a Grantor Takeover Proposal, and (B) thereafter the Grantor stockholder
approvals contemplated under Section 5.1(e) of the Merger Agreement are not
obtained at the Grantor's meeting of stockholders; or
ii. the date on which Grantee acquires actual knowledge of a
breach by Grantor of any covenant or agreement contained in any of Sections 4.3,
5.1(a), 5.1(e), 5.3 or 5.11 of the Merger Agreement (an "Option Triggering
Breach"). Grantor shall promptly advise Grantee orally and in writing of any
Option Triggering Breach.
As used in this Agreement, "Grantor Takeover Proposal" shall mean,
other than as provided in and contemplated by the Merger Agreement, any proposal
(whether or not in writing and whether or not delivered to Grantor's
stockholders generally) regarding (i) a merger,
Option on Gemstar Stock
consolidation, purchase of assets (other than purchases of assets or inventory
in the ordinary course of business), tender offer, share exchange or other
business combination or similar transaction involving Grantor or any of its
subsidiaries, (ii) the acquisition in any manner, directly or indirectly, of any
equity interest in or any voting securities of Grantor or any of its
subsidiaries which constitutes 35% or more of the total of such equity interests
or voting securities, or a substantial portion of the assets of Grantor or any
of its subsidiaries, (iii) the acquisition by any person of beneficial ownership
or a right to acquire beneficial ownership of, or the formation of any "group"
(as defined under Section 13(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") and the rules and regulations thereunder) which
beneficially owns, or has the right to acquire beneficial ownership of 35% or
more of the then outstanding shares of capital stock of Grantor, or (iv) any
public announcement of a proposal, plan or intention to do any of the foregoing
or any agreement to engage in any of the foregoing.
3. Adjustment. In the event of any change in the number of issued and
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outstanding shares of Common Stock by reason of any stock dividend, stock split,
split-up, merger, recapitalization, reorganization, conversion, extraordinary
dividend, distribution, exchange of shares or other change in the corporate or
capital structure of Grantor, the number and/or kind of Shares subject to this
Option and the purchase price per Share shall be appropriately adjusted to
restore Grantee to its rights hereunder, including its right to purchase Shares
representing 14.9% of the capital stock of Grantor entitled to vote generally
for the election of the directors of Grantor which is issued and outstanding
immediately after the exercise of the Option at an aggregate purchase price
equal to the Total Purchase Price. In the event that any additional shares of
Common Stock are issued after the date of this Agreement (other than pursuant to
an event described in the preceding sentence), the number of Shares subject to
this Option shall be increased by 14.9% of the number of the additional shares
of Common Stock so issued (and such
Option on Gemstar Stock
additional Shares shall have a purchase price per share equal to the Purchase
Price). Notwithstanding anything in this Agreement, the number of Shares subject
to this Option shall never exceed 14.9% of the outstanding Shares of Grantor.
4. Conditions to Delivery of Shares. Grantor's obligation to deliver
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Shares upon exercise of the Option is subject only to the following conditions:
a. No preliminary or permanent injunction or other order issued by
any federal or state court of competent jurisdiction in the United States
prohibiting the delivery of the Shares shall be in effect.
b. Any applicable waiting periods under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇
Antitrust Improvements Act of ▇▇▇▇ (▇▇▇ "▇▇▇ ▇▇▇") shall have expired or been
terminated.
c. Any other consent, approval, order, notification, or
authorization, the failure of which to obtain or make would make the issuance of
the Shares illegal, shall have been obtained or made and be in full force and
effect.
5. The Closing.
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a. Any closing hereunder shall take place on the date specified by
Grantee in its Stock Exercise Notice, at 10:00 A.M., local time, at the offices
of ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P., New York, New York, or, if the conditions to closing
have not been satisfied, on the second business day following the satisfaction
of such conditions, or at such other time and place as the parties hereto may
agree (the "Closing Date"). On the Closing Date, Grantor will deliver to Grantee
a certificate or certificates, representing the Shares in the denominations
designated by Grantee in the Exercise Notice and Grantee will purchase such
Shares from Grantor at the price per Share equal to the Purchase Price. Any
payment made by Grantee to Grantor pursuant to this Agreement shall be made by
wire transfer of immediately available funds to a bank account designated by
Grantor. The certificates representing the Shares shall bear an appropriate
legend
Option on Gemstar Stock
relating to the fact that such Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act").
b. If at the time of any issuance of Shares hereunder the Grantor
shall have issued any rights or other securities which are attached to or
otherwise associated with the Common Stock, then each such Share also shall
represent such rights or other securities with terms substantially the same as,
and at least as favorable to Grantee as, are provided under any rights agreement
or similar agreement of the Grantor then in effect.
c. Upon the delivery of the applicable Purchase Price at the
Closing, Grantee shall be deemed to be the holder of record of the Shares of
Common Stock issuable upon such exercise, notwithstanding that the stock
transfer books of Grantor may then be closed or that certificates representing
such Shares of Common Stock may not have been delivered to Grantee. Grantor
shall pay all expenses, and any and all taxes and other charges that may be
payable in connection with the preparation, issuance and delivery of stock
certificates under this Agreement in the name of Grantee.
6. Representations and Warranties of Grantor. Grantor represents and
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warrants to Grantee that (a) Grantor is a corporation duly organized, validly
existing and in good standing under the laws of the British Virgin Islands and
has the requisite corporate power and authority to enter into and perform this
Agreement; (b) the execution and delivery of this Agreement by Grantor and the
consummation by it of the transactions contemplated hereby have been duly
authorized by the Board of Directors of Grantor and this Agreement has been duly
executed and delivered by a duly authorized officer of Grantor and constitutes a
valid and binding obligation of Grantor, enforceable in accordance with its
terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights and to general principles of equity; (c) Grantor has taken all
Option on Gemstar Stock
necessary corporate action to authorize and reserve the Shares issuable upon
exercise of the Option and the Shares, when issued and delivered by Grantor upon
exercise of the Option and paid for by Grantee as contemplated hereby, will be
duly authorized, validly issued, fully paid and non-assessable and free and
clear of any lien, pledge, security interest, claim or other encumbrance (other
than those created by this Agreement) and not subject to any preemptive rights;
(d) the execution and delivery of this Agreement by Grantor and, except as
otherwise required by the HSR Act and for such filings as are required by the
National Association of Securities Dealers, Inc. ("NASDAQ"), the consummation by
it of the transactions contemplated hereby do not require the consent, waiver,
approval or authorization of or any filing with any person or public authority
and will not violate, result in a breach of or the acceleration of any
obligation under, or constitute a default under, any provision of Grantor's
articles of association, memorandum of association or bylaws, or any material
indenture, mortgage, lien, lease, agreement, contract, instrument, order, law,
rule, regulation, judgment, ordinance, or decree, or restriction by which
Grantor or any of its subsidiaries or any of their respective properties or
assets is bound; (e) no "fair price," "moratorium," "control share acquisition,"
"interested shareholder" or other form of antitakeover statute or regulation, or
similar provision contained in the amended and restated articles of association
and memorandum of association or bylaws of Grantor, is or shall be applicable to
any of the transactions contemplated by this Agreement, and the Board of
Directors of the Grantor has taken all action to approve the transactions
contemplated hereby to the extent necessary to avoid any such application; and
(f) Grantor has taken all corporate action necessary so that the grant and any
subsequent exercise of the Option by Grantee or other exercise by Grantee of any
its rights hereunder will not result in the separation or exercisability of the
rights under the Rights Agreement or in any nullification of rights under the
Rights Agreement held by Grantee or any of its Affiliates or Associates (as
Option on Gemstar Stock
defined in the Rights Agreement).
7. Representations And Warranties of Grantee. Grantee represents and
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warrants to Grantor that (a) the execution and delivery of this Agreement by
Grantee and the consummation by it of the transactions contemplated hereby have
been duly authorized by all necessary corporate action on the part of Grantee
and this Agreement has been duly executed and delivered by a duly authorized
officer of Grantee and constitutes a valid and binding obligation of Grantee;
and (b) Grantee is acquiring the Option and, if and when it exercises the
Option, will be acquiring the Shares issuable upon the exercise thereof for its
own account and not with a view to distribution or resale in any manner which
would be in violation of the Securities Act.
8. Non-Avoidance and Further Assurances.
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a. Grantor agrees not to avoid or seek to avoid (whether by charter
amendment or through reorganization, consolidation, merger, issuance of rights,
dissolution or sale of assets, or by any other voluntary act) the observance or
performance of any of the covenants, agreements or conditions to be observed or
performed hereunder by Grantor and not to take any action which would cause any
of its representations or warranties not to be true in any material respect.
b. Grantor agrees, promptly after this date, to take all actions as
may from time to time be required (including (i) making promptly its respective
filings, and thereafter making any required submissions, under the HSR Act with
respect to the transactions contemplated herein, and (ii) in the event that any
other prior approval of or notice to any regulatory authority is necessary under
any applicable federal, state or local law before the Option may be exercised,
cooperating fully with Grantee in preparing and processing the required
applications or notices) in order to permit Grantee to exercise the Option and
purchase Shares pursuant to such exercise.
Option on Gemstar Stock
9. Substitute Option.
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a. In the event that prior to the termination of this Option in
accordance with this Agreement, Grantor shall enter into an agreement (i) to
consolidate with or merge into any person, other than Grantee or one of its
Subsidiaries, and shall not be the continuing or surviving corporation of such
consolidation or merger, (ii) to permit any person, other than Grantee or one of
its Subsidiaries, to merge into Grantor and Grantor shall be the continuing or
surviving corporation, but, in connection with such merger, the then outstanding
Shares shall be changed into or exchanged for stock or other securities of any
other person or cash or any other property or the then outstanding Shares shall
after such merger represent less than 50% of the outstanding voting shares and
voting share equivalents of the merged company, or (iii) to sell or otherwise
transfer all or substantially all of its assets to any person, other than
Grantee or one of its Subsidiaries, then, and in each such case, the agreement
governing such transaction shall make proper provision so that the Option shall,
upon the consummation of any such transaction and upon the terms and conditions
set forth herein, be converted into, or exchanged for, an option which the
Grantee reasonably believes to have equivalent value and equivalent terms (the
"Substitute Option"), at the election of Grantee, to acquire shares of either
(x) the Acquiring Corporation (as hereinafter defined) or (y) any person that
controls the Acquiring Corporation. For purposes of this Agreement, Acquiring
Corporation shall mean (i) the continuing or surviving corporation of a
consolidation or merger with Grantor (if other than Grantor), (ii) Grantor in a
merger in which Grantor is the continuing or surviving person, and (iii) the
transferee of all or substantially all of Grantor's assets.
b. In no event shall the Substitute Option be exercisable for more
than 14.9% of the shares of the issuer of the Substitute Option. Grantor shall
not enter into any transaction described in subsection (a) of this Section
unless the Acquiring Corporation and any person that
Option on Gemstar Stock
controls the Acquiring Corporation assume in writing all the obligations of
Grantor hereunder.
10. Exchange; Replacement. This Agreement and the Option are
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exchangeable, without expense, at the option of Grantee upon presentation and
surrender of this Agreement at the principal office of Grantor, for other
Agreements providing for Options of different denominations entitling Grantee to
purchase on the same terms and subject to the same conditions as set forth in
this Agreement in the aggregate the same number of shares of Common Stock
purchasable at such time hereunder, subject to corresponding adjustments in the
number of shares of Common Stock purchasable upon exercise so that the aggregate
number of such shares under all Agreements issued in respect of this Agreement
shall not exceed 14.9% of the outstanding Shares of Common Stock of Grantor
(after giving effect to Shares of Common Stock issued or issuable pursuant to
the Option). Unless the context shall require otherwise, the terms "Agreement"
and "Option" as used in this Agreement include any Agreements and related
options for which this Agreement (and the Option granted hereby) may be
exchanged. Upon (i) receipt by Grantor of reasonably satisfactory evidence of
the loss, theft, destruction or mutilation of this Agreement, (ii) receipt by
Grantor of reasonably satisfactory indemnification in the case of loss, theft or
destruction and (iii) surrender and cancellation of this Agreement in the case
of mutilation, Grantor will execute and deliver a new Agreement of like tenor
and date. Any new Agreement executed and delivered shall constitute an
additional contractual obligation on the part of Grantor, whether or not the
Agreement so lost, stolen, destroyed or mutilated shall at any time be
enforceable by any person other than Grantee.
11. Listing of Shares; Filings; Governmental Consents. Subject to
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applicable law and the rules and regulations of the NASDAQ, when the Option
becomes exercisable hereunder, Grantor will promptly file an application to list
the Shares on the NASDAQ and will use all reasonable best efforts to obtain
approval of such listing and to effect all necessary filings by
Option on Gemstar Stock
Grantor under the HSR Act and the applicable laws of each state and foreign
jurisdiction; provided, however, that if Grantor is unable to effect such
listing on the NASDAQ by the Closing Date, Grantor will nevertheless be
obligated to deliver the Shares upon the Closing Date. Each of the parties
hereto will use its reasonable best efforts to obtain consents of all third
parties and governmental authorities, if any, necessary to the consummation of
the transactions contemplated.
12. Registration Rights.
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a. In the event that Grantee shall desire to sell any of the Shares
within three years after the purchase of such Shares pursuant hereto, and such
sale requires, in the opinion of counsel to Grantee, which opinion shall be
reasonably satisfactory to Grantor and its counsel, registration of such Shares
under the Securities Act, Grantor will cooperate with Grantee and any
underwriters in registering such Shares for resale, including, without
limitation, promptly filing a registration statement which complies with the
requirements of applicable federal and state securities laws, and entering into
an underwriting agreement with such underwriters upon such terms and conditions
as are customarily contained in underwriting agreements with respect to
secondary distributions; provided that Grantor shall not be required to have
declared effective more than two registration statements hereunder and shall be
entitled to delay the filing or effectiveness of any registration statement for
up to 135 days if the offering would, in the judgment of the Board of Directors
of Grantor, require premature disclosure of any material corporate development
or material transaction involving Grantor or interfere with any previously
planned securities offering by Grantor.
b. If the Common Stock is registered pursuant to the provisions of
this Section, Grantor agrees (i) to furnish copies of the registration statement
and the prospectus relating to the Shares covered thereby in such numbers as
Grantee may from time to time
Option on Gemstar Stock
reasonably request and (ii) if any event shall occur as a result of which it
becomes necessary to amend or supplement any registration statement or
prospectus, to prepare and file under the applicable securities laws such
amendments and supplements as may be necessary to keep available for at least 90
days a prospectus covering the Common Stock meeting the requirements of such
securities laws, and to furnish Grantee such numbers of copies of the
registration statement and prospectus as amended or supplemented as may
reasonably be requested. Grantor shall bear the cost of the registration,
including, but not limited to, all registration and filing fees, printing
expenses, and fees and disbursements of counsel and accountants for Grantor,
except that Grantee shall pay the fees and disbursements of its counsel, and the
underwriting fees and selling commissions applicable to the shares of Common
Stock sold by Grantee.
c. Grantor shall indemnify and hold harmless (i) Grantee, its
affiliates and its officers and directors and each person who controls Grantee
within the meaning of the Securities Act or Exchange Act and (ii) each
underwriter and each person who controls any underwriter within the meaning of
the Securities Act or the Exchange Act (collectively, the "Underwriters") ((i)
and (ii) being referred to as "Indemnified Parties") against any losses, claims,
damages, liabilities or expenses, to which the Indemnified Parties may become
subject, insofar as such losses, claims, damages, liabilities (or actions in
respect thereof) and expenses arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact contained or
incorporated by reference in any registration statement or prospectus filed
pursuant to this paragraph, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading; provided, however,
that Grantor will not be liable in any such case to the extent that any such
loss, liability, claim, damage or expense arises out of or is based upon an
untrue statement or alleged untrue statement in or omission or alleged omission
from any such
Option on Gemstar Stock
documents in reliance upon and in conformity with written information furnished
to Grantor by the Indemnified Parties expressly for use or incorporation by
reference therein.
d. Grantee and the Underwriters shall indemnify and hold harmless
Grantor, its affiliates and its officers and directors and each person who
controls Grantee within the meaning of the Securities Act or Exchange Act
against any losses, claims, damages, liabilities or expenses to which Grantor,
its affiliates and its officers and directors may become subject, insofar as
such losses, claims, damages, liabilities (or actions in respect thereof) and
expenses arise out of or are based upon any untrue statement of any material
fact contained or incorporated by reference in any registration statement filed
pursuant to this section, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, in each case to the
extent, but only to the extent, that such untrue statement or alleged untrue
statement or omission or alleged omission was made in reliance upon and in
conformity with written information furnished to Grantor by Grantee or the
Underwriters, as applicable, specifically for use or incorporation by reference
therein.
13. Expenses. Each party hereto shall pay its own expenses incurred in
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connection with this Agreement, except as otherwise specifically provided
herein.
14. Specific Performance. Grantor acknowledges that if Grantor fails to
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perform any of its obligations under this Agreement immediate and irreparable
harm or injury would be caused to Grantee for which money damages would not be
an adequate remedy. In such event, Grantor agrees that Grantee shall have the
right, in addition to any other rights it may have, to specific performance of
this Agreement.
15. Notice. All notices, requests, demands and other communications
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hereunder shall be deemed to have been duly given and made if in writing and if
served by personal delivery
Option on Gemstar Stock
upon the party for whom it is intended or delivered by registered or certified
mail, return receipt requested, or if sent by facsimile transmission, upon
receipt of oral confirmation that such transmission has been received, to the
person at the address set forth below, or such other address as may be
designated in writing hereafter, in the same manner, by such person:
If to Grantee: TV Guide, Inc.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: ▇▇▇▇▇ & ▇▇▇▇▇, L.L.P.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
If to Grantor: Gemstar Holding Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to: O'Melveny & ▇▇▇▇▇ LLP
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq.
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
16. Parties in Interest. This Agreement shall inure to the benefit of and
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be binding upon the parties named herein and their respective successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any person other than Grantor or Grantee, or their successors or assigns,
any rights or remedies under or by reason of this Agreement.
17. Entire Agreement; Amendments. This Agreement, together with the Merger
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Option on Gemstar Stock
Agreement and the other documents referred to therein, contains the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous agreements and understandings, oral
or written, with respect to such transactions. This Agreement may not be
changed, amended or modified orally, but may be changed only by an agreement in
writing signed by the party against whom any waiver, change, amendment,
modification or discharge may be sought.
18. Assignment. No party to this Agreement may assign any of its rights
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or obligations under this Agreement without the prior written consent of the
other party hereto, except that Grantee may assign unilaterally any or all of
its rights and obligations hereunder to (i) any of its direct or indirect wholly
owned subsidiaries, or (ii) any person in the event any federal agency objects
to the exercise of the Option, in whole or in part, on grounds relating to the
▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended; provided,
however, that no such assignment shall relieve Grantee of its obligations
hereunder if such transferee does not perform such obligations.
19. Headings. The section headings herein are for convenience only and
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shall not affect the construction of this Agreement.
20. Counterparts. This Agreement may be executed in any number of
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counterparts, each of which, when executed, shall be deemed to be an original
and all of which together shall constitute one and the same document.
21. Governing Law. This Agreement shall be governed by and construed in
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accordance with the laws of the State of Delaware (without regard to principles
of conflicts of law).
22. Termination. The right to exercise the Option granted pursuant to
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this Agreement shall terminate at the earliest of (i) the Effective Time (as
defined in the Merger Agreement) and
Option on Gemstar Stock
(ii) 120 days after the Triggering Event (the "Termination Date"). All
representations and warranties contained in this Agreement shall survive
delivery of and payment for the Shares.
23. Extension of Exercise Periods. The 120 day period for exercise of
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certain rights under Section 22 shall be extended (i) to the extent necessary to
obtain all regulatory approvals for the exercise of such rights, and for the
expiration of all statutory waiting periods, (ii) to the extent necessary to
avoid liability under Section 16(b) of the Exchange Act by reason of such
exercise, and (iii) during any period in which Grantee is precluded from
exercising such rights due to an injunction or other legal restriction, plus, in
the case of clauses (i), (ii) and (iii), for an additional period of ten
business days following the obtaining of such approvals or the expiration of
such periods.
24. Severability. If any term, provision, covenant or restriction of this
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Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
[Intentionally Left Blank]
Option on Gemstar Stock
IN WITNESS WHEREOF, Grantee and Grantor have caused this Agreement to be
duly executed and delivered on the day and year first above written.
TV GUIDE, INC. GEMSTAR INTERNATIONAL GROUP LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ III Name: ▇▇▇▇▇ ▇. ▇▇▇▇
Title: President Title: Chief Executive Officer