SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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the case may be, by wire transfer of immediately available funds to an account
specified by Grantee at least 24 hours prior to the Repurchase Closing and (ii)
if the Option is repurchased only in part, Issuer and Grantee shall execute and
deliver an amendment to this Agreement reflecting the Option Shares for which
the Option is not being repurchased.
 
   (c) To the extent that Issuer is prohibited under applicable Law from
repurchasing the portion of the Option or the Option Shares designated in such
Repurchase Notice, Issuer shall immediately so notify Grantee and thereafter
deliver, from time to time, to Grantee the portion of the Option Repurchase
Price and the Option Share Repurchase Price, respectively, that it is no longer
prohibited from delivering, within five Business Days after the date on which
Issuer is no longer so prohibited; provided, however, that if Issuer at any
time after delivery of a Repurchase Notice is prohibited under applicable Law
from delivering to Grantee the full amount of the Option Repurchase Price and
the Option Share Repurchase Price for the Option or Option Shares to be
repurchased, respectively, Grantee may rescind the exercise of the Repurchase
Right, whether in whole, in part or to the extent of the prohibition, and, to
the extent rescinded, no part of the amounts, terms or the rights with respect
to the Option or Repurchase Right shall be changed or affected as if such
Repurchase Right were not exercised. Issuer shall use its reasonable best
efforts to obtain all required regulatory and legal approvals and to file any
required notices to permit Grantee to exercise its Repurchase Right and shall
use its reasonable best efforts to avoid or cause to be rescinded or rendered
inapplicable any prohibition on Issuer's repurchase of the Option or the Option
Shares.
 
   5.2 Substitute Option.
 
   (a) In the event that Issuer enters into an agreement (i) to consolidate
with or merge into any Person, other than Grantee or any Subsidiary of Grantee
(each an "Excluded Person"), and Issuer is not the continuing or surviving
corporation of such consolidation or merger, (ii) to permit any Person, other
than an Excluded Person, to merge into Issuer and Issuer shall be the
continuing or surviving or acquiring corporation, but, in connection with such
merger, the then outstanding shares of Issuer Common Stock shall be changed
into or exchanged for stock or other securities of any other Person or cash or
any other property or the then outstanding shares of Issuer Common Stock shall
after such merger represent less than 50% of the outstanding voting securities
of the merged or acquiring company, or (iii) to sell or otherwise transfer all
or substantially all of its assets to any Person, other than an Excluded
Person, then, and in each such case, the agreement governing such transaction
shall make proper provision so that, unless earlier exercised by Grantee, the
Option shall, upon the consummation of any such transaction and upon the terms
and conditions set forth herein, be converted into, or exchanged for, an option
with identical terms appropriately adjusted to acquire the number and class of
shares or other securities or property that Grantee would have received in
respect of Issuer Common Stock if the Option had been exercised immediately
prior to such consolidation, merger, sale, or transfer, or the record date
therefor, as applicable and make any other necessary adjustments; provided,
however, that if such a conversion or exchange cannot, because of applicable
Law be the same as the Option, such terms shall be as similar as possible and
in no event less advantageous to Grantee than the Option.
 
   (b) In addition to any other restrictions or covenants, Issuer agrees that
it shall not enter or agree to enter into any transaction described in Section
5.2(a) unless the Acquiring Corporation (as hereinafter defined) and any Person
that controls the Acquiring Corporation assume in writing all the obligations
of Issuer hereunder and agree for the benefit of Grantee to comply with this
Article V.
 
   (c) For purposes of this Section 5.2, the term "Acquiring Corporation" shall
mean (i) the continuing or surviving Person of a consolidation or merger with
Issuer (if other than Issuer), (ii) Issuer in a consolidation or merger in
which Issuer is the continuing or surviving or acquiring Person, and (iii) the
transferee of all or substantially all of Issuer's assets.
 
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