SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
otherwise diminishing Grantee's rights hereunder, the number and kind of Option
Shares or other securities subject to the Option and the Exercise Price
therefor shall be appropriately adjusted so that Grantee shall receive upon
exercise of the Option (or, if such a change occurs between exercise and the
Option Closing, upon the Option Closing) the number and kind of shares or other
securities or property that Grantee would have received in respect of the
Option Shares that Grantee is entitled to purchase upon exercise of the Option
if the Option had been exercised (or the purchase thereunder had been
consummated, as the case may be) immediately prior to such event or the record
date for such event, as applicable. The rights of Grantee under this Section
shall be in addition to, and shall in no way limit, its rights against Issuer
for breach of or the failure to perform any provision of the Merger Agreement.
 
                                   ARTICLE IV
 
                              REGISTRATION RIGHTS
 
   4.1 Registration of Option Shares Under the Securities Act.
 
   (a) If requested by Grantee at any time and from time to time within two
years after receipt by Grantee of Option Shares (the "Registration Period"),
Issuer shall use its reasonable best efforts, as promptly as practicable, to
effect the registration under the Securities Act and any applicable state law
(a "Demand Registration") of such number of Option Shares or such other Issuer
securities owned by or issuable to Grantee in accordance with the method of
sale or other disposition contemplated by Grantee, including a "shelf"
registration statement under Rule 415 of the Securities Act or any successor
provision, and to obtain all consents or waivers of other parties that are
required therefor. Grantee agrees to use reasonable best efforts to cause, and
to use reasonable best efforts to cause any underwriters of any sale or other
disposition to cause, any sale or other disposition pursuant to such
registration statement to be effected on a widely distributed basis so that
upon consummation thereof no purchaser or transferee will own beneficially more
than 3% of the then-outstanding voting power of Issuer. Except with respect to
such a "shelf" registration, Issuer shall keep such Demand Registration
effective for a period of not less than 150 days, unless, in the written
opinion of counsel to Issuer, which opinion shall be delivered to Grantee and
which shall be satisfactory in form and substance to Grantee and its counsel,
such registration under the Securities Act is not required in order to lawfully
sell and distribute such Option Shares or other Issuer securities in the manner
contemplated by Grantee. Issuer shall only have the obligation to effect three
Demand Registrations pursuant to this Section 4.1; provided that only requests
relating to a registration statement that has become effective under the
Securities Act shall be counted for purposes of determining the number of
Demand Registrations made. Issuer shall be entitled to postpone for up to 150
days from receipt of Grantee's request for a Demand Registration the filing of
any registration statement in connection therewith if the Board of Directors of
Issuer determines in its good faith reasonable judgment that such registration
would materially interfere with or require premature disclosure of, any
material acquisition, reorganization, pending or proposed offering of Issuer
Securities or other transaction involving Issuer or any other material contract
under active negotiation by Issuer; and provided further that Issuer shall not
have postponed any Demand Registration pursuant to this sentence during the
twelve month period immediately preceding the date of delivery of Grantee's
request for a Demand Registration.
 
   (b) If Issuer effects a registration under the Securities Act of Issuer
Common Stock for its own account or for any other stockholders of Issuer (other
than on Form S-4 or Form S-8, or any successor form), Grantee shall have the
right to participate in such registration and include in such registration the
number of shares of Issuer Common Stock or such other Issuer securities as
Grantee shall designate by notice to Issuer (an "Incidental Registration" and,
together with a Demand Registration, a "Registration"); provided, however,
that, if the managing underwriters of such offering advise Issuer in writing
that in their opinion the number of shares of Issuer Common Stock or other
securities requested to be included in such Incidental Registration exceeds the
number which can be sold in such offering, Issuer shall include therein (i)
first, all shares proposed to be included therein by Issuer, (ii) second,
subject to the rights of any other holders of registration rights in effect as
of the date hereof, the shares requested to be included therein by Grantee and
(iii) third, shares
 
                                      B-5