SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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      .  the receipt of all approvals and consents of, and the completion
         of filings with, or notices to, any state cable franchising
         authorities or any state public service commissions necessary for
         completion of the merger, the failure of which to obtain,
         individually or in the aggregate, would not reasonably be
         expected to have a Material Adverse Effect on AOL Time Warner
         after the merger;
 
  except that this right to terminate the merger agreement will not be
  available to any party whose failure to comply with the provisions of the
  merger agreement relating to the use of reasonable best efforts to do all
  things necessary, proper or advisable under the merger agreement and
  applicable laws and regulations to complete the merger is the cause of the
  action or inaction;
 
  .  by either America Online or Time Warner if the approval of either
     party's stockholders is not obtained because of the failure to obtain
     the required vote to adopt the merger agreement at a duly held meeting
     of America Online's or Time Warner's stockholders;
 
  .  by either America Online or Time Warner if:
       
    .  the board of directors of the other party fails to recommend that
       the stockholders of that party vote in favor of the adoption of the
       merger agreement or effects a Change in Board Recommendation,
       whether or not permitted by the terms of the merger agreement; or
           
    .  the other party materially breaches its obligations under the merger
       agreement because of a failure to call a special meeting of its
       stockholders to vote on the adoption of the merger agreement or a
       failure to mail this joint proxy statement-prospectus to its
       stockholders; or
 
  .  by either America Online or Time Warner if the other party breaches or
     fails to perform any of its representations, warranties, covenants or
     other agreements contained in the merger agreement in such a way as to
     render the conditions to the completion of the merger relating to the
     accuracy of representations and warranties and the performance of or
     compliance with agreements and covenants contained in the merger
     agreement incapable of being satisfied on or before May 31, 2001.
 
   Effect of Termination. As set forth in more detail below, the merger
agreement requires America Online and Time Warner to pay a termination fee to
one another in specified circumstances in amounts, depending on the
circumstances surrounding the termination, equal either to 2.75% or 1% of its
fully diluted number of shares multiplied by the closing price of America
Online's common stock on January 7, 2000, further multiplied, in the case of
Time Warner, by 1.5.
 
   Time Warner Termination Fee. If either party terminates the merger agreement
because:
 
  .  the approval of the stockholders of Time Warner is not obtained; or
 
  .  the merger is not completed on or before May 31, 2001 and the special
     meeting of Time Warner's stockholders to vote on the adoption of the
     merger agreement has not occurred; and
 
    .  an Acquisition Proposal with respect to Time Warner has been
       publicly announced or otherwise communicated to the senior
       management, board of directors or stockholders of Time Warner at any
       time after January 10, 2000, the date of the merger agreement, and
       before the date of termination of the merger agreement; and
 
    .  within 12 months of the termination of the merger agreement, Time
       Warner or any of its subsidiaries enters into any definitive
       agreement with respect to, or consummates, an Acquisition Proposal
       involving 40% or more of the consolidated assets of Time Warner and
       its subsidiaries, taken as a whole, or 40% or more of the total
       voting power of Time Warner, or of the surviving parent entity in
       the transaction, or any of its significant subsidiaries; or
   
  if America Online terminates the merger agreement because:     
     
  .  the board of directors of Time Warner fails to recommend that the
     stockholders of Time Warner vote in favor of the adoption of the merger
     agreement or effects a Change in Board Recommendation; or     
 
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