SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
    .  within 12 months after the termination of the merger agreement,
       America Online or any of its subsidiaries enters into a definitive
       agreement with respect to, or consummates, an Acquisition Proposal
       involving 40% or more of consolidated assets of America Online and
       its subsidiaries or 40% or more of the total voting power of America
       Online, or the surviving or parent entity in the transaction, or any
       of its significant subsidiaries;     
  .  an amount equal to 1% of the America Online Termination Amount, unless
     America Online has previously paid a termination fee to Time Warner, in
     which case no additional fee will be payable.     
   As in this first case, each of the other two cases in which America Online
must pay a termination fee to Time Warner are analogous to the corresponding
case in which Time Warner must pay a termination fee to America Online.     
   Conduct of Business Pending the Merger. Under the merger agreement, each of
America Online and Time Warner has agreed that, during the period before
completion of the merger, except as expressly contemplated or permitted by the
merger agreement and the stock option agreements, or to the extent that the
other party consents in writing, it will carry on its respective business in
the usual, regular and ordinary course in all material respects, substantially
in the same manner as previously conducted, and will use its reasonable best
efforts to preserve intact its present line of business and its relationships
with third parties. Each of America Online and Time Warner has also agreed that
it will not, and it will not permit any of its subsidiaries to, enter into any
new material line of business or incur or commit any capital expenditures or
any obligations or liabilities in connection with such capital expenditures,
other than as previously disclosed to the other party or in the ordinary course
of business consistent with past practice.
   In addition to these agreements regarding the conduct of business generally,
each of America Online and Time Warner has agreed to some specific restrictions
relating to the following:
  .  the declaration or payment of dividends;
  .  the alteration of share capital, including, among other things, stock
     splits, combinations or reclassifications;
  .  the repurchase or redemption of capital stock;
  .  the issuance or sale of capital stock, any voting debt or other equity
  .  the amendment of its certificate of incorporation or by-laws;
  .  the acquisition of assets or other entities;
  .  the disposition of assets;
  .  the extension of loans, advances, capital contributions or investments;
  .  the incurrence or the guarantee of debt;
  .  the sale of debt securities, warrants or other rights to acquire debt
  .  the taking of actions that would prevent or impede the merger from
     qualifying as an exchange under Section 351 of the Internal Revenue Code
     and as a reorganization under Section 368 of the Internal Revenue Code;
  .  compensation of directors, executive officers and key employees;
  .  accounting policies and procedures;
  .  entrance into certain types of agreements including:
    .  material agreements that restrict the ability of America Online or
       Time Warner or any of their subsidiaries or affiliates to
       distribute, promote, market or otherwise offer Internet and
       interactive services, programming or functionality on the cable
       systems owned by Time Warner or its subsidiaries or affiliates;