under the Securities Act, except for shares of AOL Time Warner common stock
issued to any person who is deemed to be an "affiliate" of either America
Online or Time Warner at the time of the special meetings. Persons who may be
deemed to be affiliates include individuals or entities that control, are
controlled by, or are under the common control of either America Online or Time
Warner and may include our executive officers and directors, as well as our
significant stockholders. Affiliates may not sell their shares of AOL Time
Warner common stock acquired in connection with the merger except pursuant to:
. an effective registration statement under the Securities Act covering
the resale of those shares;
. an exemption under paragraph (d) of Rule 145 under the Securities Act;
. any other applicable exemption under the Securities Act.
AOL Time Warner's registration statement on Form S-4, of which this joint
proxy statement-prospectus forms a part, does not cover the resale of shares of
AOL Time Warner common stock to be received by our affiliates in the merger.
New York Stock Exchange Listing of AOL Time Warner Common Stock to be Issued in
AOL Time Warner will use reasonable best efforts to cause the shares of AOL
Time Warner common stock to be issued in connection with the merger to be
approved for listing on the New York Stock Exchange, subject to official notice
of issuance, before the completion of the merger.
The following summary of the provisions of Section 262 of the Delaware
General Corporation Law is not intended to be a complete statement of the
provisions and is qualified in its entirety by reference to the full text of
Section 262 of the Delaware General Corporation Law, a copy of which is
attached to this joint proxy statement-prospectus as annex I and is
incorporated into this summary by reference.
Under Delaware law, America Online stockholders and Time Warner common
stockholders are not entitled to appraisal rights in connection with the
merger. However, holders of Time Warner series common stock and preferred stock
are entitled to appraisal rights under Delaware law.
If the merger is completed, each holder of Time Warner series common stock
and preferred stock who (1) files written notice with Time Warner of an
intention to exercise rights to appraisal of his, her or its shares prior to
the Time Warner special meeting, (2) in the case of a preferred stockholder,
does not vote in favor of the merger and (3) follows the procedures set forth
in Section 262, will be entitled to be paid for his or her Time Warner series
common stock or preferred stock by the surviving corporation the fair value in
cash of the shares of Time Warner series common stock or preferred stock, as
the case may be. The fair value of shares of Time Warner series common stock
and preferred stock will be determined by the Delaware Court of Chancery,
exclusive of any element of value arising from the merger. The shares of Time
Warner series common stock and preferred stock with respect to which holders
have perfected their appraisal rights in accordance with Section 262 and have
not effectively withdrawn or lost their appraisal rights are referred to in
this joint proxy statement-prospectus as the "dissenting shares."
Within ten days after the effective date of the merger, Time Warner, as the
surviving corporation in the merger, must mail a notice to all stockholders who
have complied with (1) and (2) above notifying such stockholders of the
effective date of the merger. Within 120 days after the effective date, holders
of Time Warner series common stock and preferred stock may file a petition in
the Delaware Court of Chancery for the appraisal of their shares, although they
may, within 60 days of the effective date, withdraw their demand for appraisal.
Within 120 days of the effective date, the holders of dissenting shares may
also, upon written request, receive from Time Warner a statement setting forth
the aggregate number of shares with respect to which demands for appraisals
have been received.