SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
Termination Fee pursuant to Section 8.2(b) of the Merger Agreement. As used
herein, the term "Expiration Date" means the first to occur prior to Grantee's
exercise of the Option pursuant to Section 1.2(b) of:
     (i) the Effective Time;
     (ii) written notice of termination of this Agreement by Grantee to
     (iii) 12 months after the first occurrence of an Exercise Date; or
     (iv) the date of termination of the Merger Agreement, unless, in the
  case of this clause (iv), Grantee has the right to receive the Time Warner
  Termination Fee either (x) upon or (y) following such termination upon the
  occurrence of certain events, in which case the Option will not terminate
  until the later of (x) 15 business days following the time the Time Warner
  Termination Fee becomes unconditionally payable and (y) the expiration of
  the period in which Grantee has such right to receive the Time Warner
  Termination Fee.
Notwithstanding the termination of the Option, Grantee shall be entitled to
purchase those Option Shares with respect to which it may have exercised the
Option by delivery of an Option Notice (as defined below) prior to the
Expiration Date, and the termination of the Option will not affect any rights
hereunder which by their terms do not terminate or expire prior to or at the
Expiration Date.
   (b) In the event Grantee wishes to exercise the Option, Grantee shall send a
written notice to Issuer of its intention to so exercise the Option (an "Option
Notice"), specifying the number of Option Shares to be purchased (and the
denominations of the certificates, if more than one), whether the aggregate
Exercise Price will be paid in cash or by surrendering a portion of the Option
in accordance with Section 1.3(b) or a combination thereof, and the place in
the United States, time and date of the closing of such purchase (the "Option
Closing" and the date of such Closing, the "Option Closing Date"), which date
shall not be less than two Business Days nor more than ten Business Days from
the date on which an Option Notice is delivered; provided that the Option
Closing shall be held only if (i) such purchase would not otherwise violate or
cause the violation of, any applicable material law, statute, ordinance, rule
or regulation (collectively, "Laws") (including the HSR Act and the
Communications Act), and (ii) no material judgment, order, writ, injunction,
ruling or decree of any Governmental Entity (collectively, "Orders") shall have
been promulgated, enacted, entered into, or enforced by any Governmental Entity
which prohibits delivery of the Option Shares, whether temporary, preliminary
or permanent; provided, however, that the parties hereto shall use their
reasonable best efforts to (x) promptly make and process all necessary filings
and applications and obtain all consents, approvals, Orders, authorizations,
registrations and declarations or expiration or termination of any required
waiting periods (collectively, "Approvals") and to comply with any such
applicable Laws and (y) have any such Order vacated or reversed. In the event
the Option Closing is delayed pursuant to clause (i) or (ii) above, the Option
Closing shall be within ten Business Days following the cessation of such
restriction, violation, Law or Order or the receipt of any necessary Approval,
as the case may be (so long as the Option Notice was delivered prior to the
Expiration Date); provided further that, notwithstanding any prior Option
Notice, Grantee shall be entitled to rescind such Option Notice and shall not
be obligated to purchase any Option Shares in connection with such exercise
upon written notice to such effect to Issuer.
   (c) At any Option Closing, (i) Issuer shall deliver to Grantee all of the
Option Shares to be purchased by delivery of a certificate or certificates
evidencing such Option Shares in the denominations designated by Grantee in the
Option Notice, and (ii) if the Option is exercised in part and/or surrendered
in part to pay the aggregate Exercise Price pursuant to Section 1.3(b), Issuer
and Grantee shall execute and deliver an amendment to this Agreement reflecting
the Option Shares for which the Option has not been exercised and/or
surrendered. If at the time of issuance of any Option Shares pursuant to an
exercise of all or part of the Option hereunder, Issuer shall have issued any
rights or other securities which are attached to or otherwise associated with
the Issuer Common Stock, then each Option Share issued pursuant to such
exercise shall also represent such rights or other securities with terms
substantially the same as and at least as favorable to Grantee as are provided
under any shareholder rights agreement or similar agreement of Issuer then in
effect. At the Option Closing,