SEC Filings

WARNER MEDIA, LLC filed this Form S-4/A on 03/24/2000
Entire Document
                                   ARTICLE VI
   6.1 Total Profit.
   (a) Notwithstanding any other provision of this Agreement, in no event shall
Grantee's Total Profit (as hereinafter defined) plus any Time Warner
Termination Fee paid pursuant to Section 8.2(b) and any fees paid by Issuer
pursuant to Section 8.2(d) of the Merger Agreement (such Time Warner
Termination Fee and such fees paid pursuant to Section 8.2(d) of the Merger
Agreement, collectively, the "Total Issuer Fees") exceed in the aggregate an
amount (the "Limitation Amount") equal to 2.75% of the product of (x) the
number of shares of Issuer Common Stock outstanding as of the date hereof
(assuming the exercise of all outstanding options (other than the Option) and
the conversion into Issuer Common Stock of all securities of the Issuer
convertible into Issuer Common Stock) multiplied by (y) the Exchange Ratio
multiplied by (z) the last sale price of the common stock, par value $0.01 per
share, of Grantee on the NYSE on January 7, 2000, and, if the total amount that
would otherwise be received by Grantee otherwise would exceed such amount,
Grantee, at its sole election, shall either (i) reduce the number of shares of
Issuer Common Stock subject to this Option, (ii) deliver to Issuer for
cancellation Option Shares previously purchased by Grantee, (iii) reduce the
amount of the Option Repurchase Price or the Option Share Repurchase Price,
(iv) pay cash to Issuer, or (v) any combination thereof, so that Grantee's
actually realized Total Profit, when aggregated with the Total Issuer Fees so
paid to Grantee, shall not exceed the Limitation Amount after taking into
account the foregoing actions.
   (b) Notwithstanding any other provision of this Agreement, the Option may
not be exercised for a number of Option Shares as would, as of the date of
exercise, result in a Notional Total Profit (as defined below) which, together
with the Total Issuer Fees theretofore paid to Grantee, would exceed the
Limitation Amount; provided, that nothing in this sentence shall restrict any
exercise of the Option permitted hereby on any subsequent date.
   (c) As used herein, the term "Total Profit" shall mean the aggregate amount
(before taxes) of the following: (i) the amount received by Grantee pursuant to
Issuer's repurchase of the Option (or any portion thereof) pursuant to Section
5.1, (ii) (x) the amount received by Grantee pursuant to Issues repurchase of
Option Shares pursuant to Section 5.1, less (y) Grantee's purchase price for
such Option Shares, (iii) (x) the net cash amounts or the fair market value of
any property received by Grantee pursuant to any consummated arm's-length sales
of Option Shares (or any other securities into which such Option Shares are
converted or exchanged) to any unaffiliated party, less (y) Grantee's purchase
price of such Option Shares.
   (d) As used herein, the term "Notional Total Profit" with respect to any
number of Option Shares as to which Grantee may propose to exercise the Option
shall be the Total Profit determined as of the date of such proposal assuming
that the Option was exercised on such date for such number of Option Shares and
assuming that such Option Shares, together with all other Option Shares held by
Grantee and its affiliates as of such date, were sold for cash at the closing
market price (less customary brokerage commissions) for shares of Issuer Common
Stock on the preceding trading day on the NYSE (or on any other nationally
recognized exchange or trading system on which shares of Issuer Common Stock
are then so listed or traded).
   6.2 Further Assurances; Listing.
   (a) From time to time, at the other party's request and without further
consideration, each party hereto shall execute and deliver such additional
documents and take all such further action as may be necessary or desirable to
consummate the transactions contemplated by this Agreement, including, without
limitation, to vest in Grantee good and marketable title, free and clear of all
Liens, to any Option Shares purchased hereunder. Issuer agrees not to avoid or
seek to avoid (whether by charter amendment or through reorganization,
consolidation, merger, issuance of rights or securities, the Time Warner Rights
Agreement or similar agreement, dissolution or sale of assets, or by any other
voluntary act) the observance or performance of any of the covenants,
agreements or conditions to be observed or performed hereunder by it.