SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
concludes in good faith that such Acquisition Proposal constitutes a Superior
Proposal (as defined below) and (y) in the case of clause (C) above, its Board
of Directors concludes in good faith that there is a reasonable likelihood that
such Acquisition Proposal could constitute a Superior Proposal, (iii) in the
case of clause (B) or (C) above, its Board of Directors, after consultation
with outside counsel, determines in good faith that the failure to take such
action would be inconsistent with its fiduciary duties under applicable law,
(iv) prior to providing any information or data to any Person in connection
with an Acquisition Proposal by any such Person, its Board of Directors
receives from such Person an executed confidentiality agreement having
provisions that are customary in such agreements, as advised by counsel,
provided that if such confidentiality agreement contains provisions that are
less restrictive than the comparable provision, or omits restrictive
provisions, contained in the Confidentiality Agreement, then the
Confidentiality Agreement will be deemed to be amended to contain only such
less restrictive provisions or to omit such restrictive provisions, as the case
may be, and (v) prior to providing any information or data to any Person or
entering into discussions or negotiations with any Person, such party notifies
the other party promptly of such inquiries, proposals or offers received by,
any such information requested from, or any such discussions or negotiations
sought to be initiated or continued with, any of its representatives
indicating, in connection with such notice, the name of such Person and the
material terms and conditions of any inquiries, proposals or offers. Each of
America Online and Time Warner agrees that it will promptly keep the other
party informed of the status and terms of any such proposals or offers and the
status and terms of any such discussions or negotiations. Each of America
Online and Time Warner agrees that it will, and will cause its officers,
directors and representatives to, immediately cease and cause to be terminated
any activities, discussions or negotiations existing as of the date of this
Agreement with any parties conducted heretofore with respect to any Acquisition
Proposal. Each of America Online and Time Warner agrees that it will use
reasonable best efforts to promptly inform its directors, officers, key
employees, agents and representatives of the obligations undertaken in this
Section 6.5. Nothing in this Section 6.5 shall (x) permit America Online or
Time Warner to terminate this Agreement (except as specifically provided in
Article VIII hereof) or (y) affect any other obligation of America Online or
Time Warner under this Agreement. Neither America Online nor Time Warner shall
submit to the vote of its stockholders any Acquisition Proposal other than the
America Online Merger or Time Warner Merger, respectively. "Superior Proposal"
means with respect to America Online or Time Warner, as the case may be, a bona
fide written proposal made by a Person other than either such party which is
(I) for a merger, reorganization, consolidation, share exchange, business
combination, recapitalization or similar transaction involving such party as a
result of which the other party thereto or its stockholders will own 40% or
more of the combined voting power of the entity surviving or resulting from
such transaction (or the ultimate parent entity thereof) and (II) is on terms
which the Board of Directors of such party in good faith concludes (following
receipt of the advice of its financial advisors and outside counsel), taking
into account, among other things, all legal, financial, regulatory and other
aspects of the proposal and the Person making the proposal, (x) would, if
consummated, result in a transaction that is more favorable to its stockholders
(in their capacities as stockholders), from a financial point of view, than the
transactions contemplated by this Agreement and (y) is reasonably capable of
being completed.
   6.6 Fees and Expenses. Subject to Section 8.2, whether or not the Mergers
are consummated, all Expenses (as defined below) incurred in connection with
this Agreement and the transactions contemplated hereby shall be paid by the
party incurring such Expenses, except (a) if the Mergers are consummated, the
surviving corporation of each Merger shall pay, or cause to be paid, any and
all property or transfer taxes imposed in connection with such Merger and (b)
Expenses incurred in connection with the filing, printing and mailing of the
Joint Proxy Statement/Prospectus and Form S-4, which shall be shared equally by
America Online and Time Warner. As used in this Agreement, "Expenses" includes
all out-of-pocket expenses (including, without limitation, all fees and
expenses of counsel, accountants, investment bankers, experts and consultants
to a party hereto and its affiliates) incurred by a party or on its behalf in
connection with or related to the authorization, preparation, negotiation,
execution and performance of this Agreement, the Stock Option Agreements and
the Voting Agreement and the transactions contemplated hereby and thereby,
including the preparation, printing, filing and mailing of the Joint Proxy
Statement/Prospectus and Form S-4 and the solicitation of stockholder approvals
and all other matters related to the transactions contemplated hereby and