SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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                                  ARTICLE VIII
 
                           TERMINATION AND AMENDMENT
 
   8.1 Termination. This Agreement may be terminated at any time prior to the
Effective Time, by action taken or authorized by the Board of Directors of the
terminating party or parties, and except as provided below, whether before or
after approval of the matters presented in connection with the Mergers by the
stockholders of Time Warner or America Online:
 
   (a) By mutual written consent of America Online and Time Warner;
 
   (b) By either Time Warner or America Online, if the Effective Time shall not
have occurred on or before May 31, 2001 (the "Termination Date"); provided,
however, that the right to terminate this Agreement under this Section 8.1(b)
shall not be available to any party whose failure to fulfill any obligation
under this Agreement (including without limitation such party's obligations set
forth in Section 6.4) has been the cause of, or resulted in, the failure of the
Effective Time to occur on or before the Termination Date;
 
   (c) By either Time Warner or America Online, if any Governmental Entity (i)
shall have issued an order, decree or ruling or taken any other action (which
the parties shall have used their reasonable best efforts to resist, resolve or
lift, as applicable, in accordance with Section 6.4) permanently restraining,
enjoining or otherwise prohibiting the transactions contemplated by this
Agreement, and such order, decree, ruling or other action shall have become
final and nonappealable or (ii) shall have failed to issue an order, decree or
ruling or to take any other action, and such denial of a request to issue such
order, decree, ruling or take such other action shall have become final and
nonappealable (which order, decree, ruling or other action the parties shall
have used their reasonable best efforts to obtain, in accordance with Section
6.4), in the case of each of (i) and (ii) which is necessary to fulfill the
conditions set forth in Section 7.1(c), (d) or (e), as applicable; provided,
however, that the right to terminate this Agreement under this Section 8.1(c)
shall not be available to any party whose failure to comply with Section 6.4
has been the cause of such action or inaction;
 
   (d) By either Time Warner or America Online, if the approvals of the
stockholders of either America Online or Time Warner contemplated by this
Agreement shall not have been obtained by reason of the failure to obtain the
required vote at a duly held meeting of stockholders or of any adjournment
thereof at which the vote was taken;
 
   (e) By America Online, if Time Warner shall have (i) failed to make the Time
Warner Recommendation or effected a Change in the Time Warner Recommendation
(or resolved to take any such action), whether or not permitted by the terms
hereof or (ii) materially breached its obligations under this Agreement by
reason of a failure to call the Time Warner Stockholders Meeting in accordance
with Section 6.1(b) or a failure to prepare and mail to its stockholders the
Joint Proxy Statement/Prospectus in accordance with Section 6.1(a);
 
   (f) By Time Warner, if America Online shall have (i) failed to make the
America Online Recommendation or effected a Change in the America Online
Recommendation (or resolved to take any such action), whether or not permitted
by the terms hereof, or (ii) materially breached its obligations under this
Agreement by reason of a failure to call the America Online Stockholders
Meeting in accordance with Section 6.1(c) or a failure to prepare and mail to
its stockholders the Joint Proxy Statement/Prospectus in accordance with
Section 6.1(a);
 
   (g) By Time Warner, if America Online shall have breached or failed to
perform any of its representations, warranties, covenants or other agreements
contained in this Agreement, such that the conditions set forth in Section
7.3(a) or (b) are not capable of being satisfied on or before the Termination
Date; or
 
   (h) By America Online, if Time Warner shall have breached or failed to
perform any of its representations, warranties, covenants or other agreements
contained in this Agreement, such that the conditions set forth in Section
7.2(a) or (b) are not capable of being satisfied on or before the Termination
Date.
 
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