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Acording to the Seattle Times [seattletimes.nwsource.com]:
The shareholder prospectus revealed that Yahoo held a bargaining chip that might have made it difficult for Overture to negotiate with other potential suitors, including Microsoft's MSN.com...If Overture had been sold to another company, Yahoo could have dropped Overture's links from its popular site and demanded a termination payment of $5 million to $10 million in addition to 2 percent to 3 percent of Overture's stock, according to the prospectus.