EXHIBIT 99.14
Option on TVG 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 "Grantor"),
and Gemstar International Group Limited, a British Virgin Islands corporation to
be continued and domesticated as a Delaware corporation (the "Grantee").
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 Grantee into Grantor;
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 26,634,369 shares of Class A Common Stock, par value
$0.01 per share, of Grantor (the "Class A 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 Class A Common Stock (the "Shares"), at a cash purchase price
equal to $41.53125 per Share (the "Purchase Price"), up to a maximum of
26,634,369 Shares of Class A Common Stock (as may be adjusted as provided
herein), for a total amount of $1,106,158,637.53 (the "Total Purchase Price").
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
Option on TVG Stock
to the termination of the Option in accordance with the terms of this Agreement,
to purchase Shares of Class A Common Stock. 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 of Class
A Common Stock 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 4.2,
5.1(a) , 5.1(e) or 5.3 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, 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
Option on TVG Stock
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 Class A Common Stock on Grantor's Class B Common Stock,
par value $0.01 per share (the "Class B 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 of Class A Common Stock subject to this Option and the purchase price
per Share of Class A Common Stock shall be appropriately adjusted to restore
Grantee to its rights hereunder, including its right to purchase Shares
representing 14.9% of the total number of shares of 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 Grantor's Class A Common Stock or Class B 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 of Class A Common
Stock subject to this Option shall be increased by 14.9%
Option on TVG Stock
of the number of the additional shares of Grantor's Class A Common Stock and
Class B Common Stock so issued (and such additional Shares of Class A Common
Stock shall have a purchase price per Share equal to the Purchase Price).
Notwithstanding anything in this Agreement, the number of Shares of Class A
Common Stock subject to this Option shall never exceed 14.9% of the total number
of outstanding shares of Grantor's Class A Common Stock and Class B Common
Stock.
4. Conditions to Delivery of Shares. Grantor's obligation to deliver
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Shares of Class A Common Stock 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 of Class A Common Stock shall be in
effect.
b. Any applicable waiting periods under the Xxxx-Xxxxx-Xxxxxx
Antitrust Improvements Act of 0000 (xxx "XXX Xxx") 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 of Class A Common Stock 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 O'Melveny & Xxxxx, Newport Beach, California, 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 of Class A
Common Stock in the denominations designated by Grantee in the Exercise Notice
and Grantee will purchase such
Option on TVG Stock
Shares of Class A Common Stock 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 of
Class A Common Stock shall bear an appropriate legend relating to the fact that
such Shares of Class A Common Stock 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 of Class A Common Stock
hereunder the Grantor shall have issued any rights or other securities which are
attached to or otherwise associated with the Class A 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
Class A 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 Class A 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 State of Delaware 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
Option on TVG Stock
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
necessary corporate action to authorize and reserve the Shares of Class A Common
Stock issuable upon exercise of the Option and the Shares of Class A Common
Stock, 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, the Communications Act of 1934 and the rules and regulations of the
Federal Communications Commission thereunder and the Exxon Xxxxxx Amendment to
the Defense Protection Act of 1998 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
certificate of incorporation 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; and (e)
no "fair price," "moratorium," "control share acquisition," "interested
shareholder" or other form of antitakeover statute or regulation, including
without limitation, Section 203 of the Delaware General Corporation Law, or
similar provision contained
Option on TVG Stock
in the certificate of incorporation 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.
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 of Class A Common Stock 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
filing, and thereafter making any required submissions, under the HSR Act with
respect to the transaction contemplated herein, and (ii) in the event that any
other prior approval of or notice to any
Option on TVG Stock
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 of Class A Common
Stock pursuant to such exercise.
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 of Class A Common Stock 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 of Class A Common Stock and Class B Common Stock 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)
Option on TVG Stock
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 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 Class A Common
Stock purchasable at such time hereunder, subject to corresponding adjustments
in the number of Shares of Class A Common Stock purchasable upon exercise so
that the aggregate number of such Shares of Class A Common Stock under all
Agreements issued in respect of this Agreement shall not exceed 14.9% of the
total number of outstanding Shares of Class A Common Stock and Class B Common
Stock of Grantor (after giving effect to Shares of Class A 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
Option on TVG Stock
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 of Class A Common Stock on the NASDAQ and will use all reasonable
best efforts to obtain approval of such listing and to effect all necessary
filings by 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 of Class A Common Stock 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
of Class A Common Stock within three years after the purchase of such Shares of
Class A Common Stock 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 of Class A Common Stock under the
Securities Act, Grantor will cooperate with Grantee and any underwriters in
registering such Shares of Class A Common Stock 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
Option on TVG Stock
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 Class A 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 of Class A
Common Stock covered thereby in such numbers as Grantee may from time to time
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 Class A 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 Class A
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
Option on TVG Stock
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 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; 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 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
Option on TVG Stock
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 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 Grantor: TV Guide, Inc.
0000 Xxxxx Xxxxx Xxxxxx
Xxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxx
Facsimile: (000) 000-0000
With a copy to: Xxxxx & Xxxxx, L.L.P.
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxxxxx Xxxxxxxxx, Esq.
Facsimile: (000) 000-0000
If to Grantee: Gemstar Holding Corp.
000 Xxxxx Xxx Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Attention: General Counsel
Facsimile: (000) 000-0000
With a copy to: O'Melveny & Xxxxx LLP
000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000
Xxxxxxx Xxxxx, XX 00000
Option on TVG Stock
Attention: Xxxxx X. Xxxxxxx, Esq.
Facsimile: (000) 000-0000
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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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
Xxxx-Xxxxx-Xxxxxx 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,
Option on TVG Stock
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 (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 of Class A Common
Stock.
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 TVG 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/ XXXXX X. XXXXXX III By: /s/ XXXXX X. XXXX
-------------------------- ------------------------------
Name: Xxxxx X. Xxxxxx III Name: Xxxxx X. Xxxx
Title: President Title: Chief Executive Officer
