SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  8.2 Effect of Termination.
 
   (a) In the event of termination of this Agreement by either Time Warner or
America Online as provided in Section 8.1, this Agreement shall forthwith
become void and there shall be no liability or obligation on the part of any of
the parties or their respective officers or directors except with respect to
Section 4.1(k), Section 4.2(k), the second sentence of Section 6.3, Section
6.6, this Section 8.2 and Article IX, which provisions shall survive such
termination, and except that, notwithstanding anything to the contrary
contained in this Agreement, neither America Online nor Time Warner shall be
relieved or released from any liabilities or damages arising out of its wilful
and material breach of this Agreement.
 
   (b) If (A) (I) America Online or Time Warner shall terminate this Agreement
pursuant to Section 8.1(d) (provided that the basis for such termination is the
failure of Time Warner's stockholders to adopt this Agreement) or pursuant to
Section 8.1(b) without the Time Warner Stockholder Meeting having occurred,
(II) at any time after the date of this Agreement and before such termination
an Acquisition Proposal with respect to Time Warner shall have been publicly
announced or otherwise communicated to the senior management, Board of
Directors or stockholders of Time Warner (a "Time Warner Public Proposal") and
(III) within twelve months of such termination Time Warner or any of its
Subsidiaries enters into any definitive agreement with respect to, or
consummates, any Acquisition Proposal (for purposes of this clause (III), the
term "Acquisition Proposal" shall have the meaning assigned to such term in
Section 6.5(a) except that references to "20%" therein shall be deemed to be
references to "40%") or (B) America Online shall terminate this Agreement
pursuant to Section 8.1(e); then Time Warner shall promptly, but in no event
later than the date of such termination (or in the case of clause (A), if
later, the date Time Warner or its Subsidiary enters into such agreement with
respect to or consummates such Acquisition Proposal), pay America Online an
amount equal to the Time Warner Termination Fee (less any amounts previously
paid or payable by Time Warner pursuant to Section 8.2(d)), by wire transfer of
immediately available funds. The "Time Warner Termination Fee" shall be an
amount equal to 2.75% of the product of (x) the number of shares of Time Warner
Common Stock outstanding as of the date hereof (assuming the exercise of all
outstanding options (other than the option granted pursuant to the Time Warner
Stock Option Agreement) and the conversion into Time Warner Common Stock of all
securities of Time Warner convertible into Time Warner Common Stock) multiplied
by (y) the Exchange Ratio multiplied by (z) the last sale price of America
Online Common Stock on the NYSE on January 7, 2000 (such product, the "Time
Warner Amount").
 
   (c) If (A) (I) America Online or Time Warner shall terminate this Agreement
pursuant to Section 8.1(d) (provided that the basis for such termination is the
failure of America Online's stockholders to adopt this Agreement) or pursuant
to Section 8.1(b) without the America Online Stockholders Meeting having
occurred, (II) at any time after the date of this Agreement and before such
termination an Acquisition Proposal with respect to America Online shall have
been publicly announced or otherwise communicated to the senior management,
Board of Directors or stockholders of America Online (an "America Online Public
Proposal") and (III) within twelve months of such termination America Online or
any of its Subsidiaries enters into any definitive agreement with respect to,
or consummates, any Acquisition Proposal (for purposes of this clause (III),
the term "Acquisition Proposal" shall have the meaning assigned to such term in
Section 6.5(a) except that references to "20%" therein shall be deemed to be
references to "40%") or (B) Time Warner shall terminate this Agreement pursuant
to Section 8.1(f); then America Online shall promptly, but in no event later
than the date of such termination (or in the case of clause (A), if later, the
date America Online or its Subsidiary enters into such agreement with respect
to or consummates such Acquisition Proposal), pay Time Warner an amount equal
to the America Online Termination Fee (less any amounts previously paid or
payable by America Online pursuant to Section 8.2(d)), by wire transfer of
immediately available funds. The "America Online Termination Fee" shall be an
amount equal to 2.75% of the product of (x) the number of shares of America
Online Common Stock outstanding as of the date hereof (assuming exercise of all
outstanding options (other than the option granted pursuant to the America
Online Stock Option Agreement) and the conversion into America Online Common
Stock of all securities of America Online convertible into America Online
Common Stock) multiplied by (y) the last sale price of America Online Common
Stock on the NYSE on January 7, 2000 (such product, the "America Online
Amount").
 
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