SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   America Online's obligations to complete the merger relating to America
Online are subject to the satisfaction or waiver of the following additional
conditions before completion of the merger:
 
  .  Time Warner's representations and warranties, disregarding all
     qualifications and exceptions contained in the merger agreement relating
     to materiality or Material Adverse Effect, must be true and correct as
     of the date of the merger agreement and as of the date of completion of
     the merger, except for:
 
    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct as of such
       date; and
 
    .  any failure of such representations and warranties to be true and
       correct that would not, individually or in the aggregate, reasonably
       be expected to have a Material Adverse Effect on Time Warner;
 
  .  Time Warner must have:
 
    .  performed or complied with all agreements and covenants required to
       be performed by it under the merger agreement that are qualified as
       to materiality or Material Adverse Effect; and
 
    .  performed or complied in all material respects with all other
       material agreements and covenants required to be performed by it
       under the merger agreement that are not so qualified;
 
  .  America Online must have received from Simpson Thacher & Bartlett, a
     written opinion to the effect that for federal income tax purposes, each
     merger will constitute an exchange to which Section 351 of the Internal
     Revenue Code applies or a reorganization within the meaning of Section
     368(a) of the Internal Revenue Code, or both; and
 
  .  conditions for the benefit of Time Warner must have been satisfied or
     waived by Time Warner.
 
   Time Warner's obligations to complete the merger relating to Time Warner are
subject to the satisfaction or waiver of the following additional conditions
before completion of the merger:
     
  .  America Online's representations and warranties, disregarding all
     qualifications and exceptions contained in the merger agreement relating
     to materiality or Material Adverse Effect, must be true and correct as
     of the date of the merger agreement and as of the date of completion of
     the merger, except for:     
 
    .  representations and warranties that expressly address matters only
       as of a particular date, which must be true and correct as of such
       date; and
 
    .  any failure of such representations and warranties to be true and
       correct that would not, individually or in the aggregate, reasonably
       be expected to have a Material Adverse Effect on America Online;
 
  .  America Online must have:
 
    .  performed or complied with all agreements and covenants required to
       be performed by it under the merger agreement that are qualified as
       to materiality or Material Adverse Effect; and
 
    .  performed or complied in all material respects with all other
       material agreements and covenants required to be performed by it
       under the merger agreement that are not so qualified;
 
  .  Time Warner must have received from Cravath, Swaine & Moore, a written
     opinion to the effect that for federal income tax purposes, each merger
     will constitute an exchange to which Section 351 of the Internal Revenue
     Code applies or a reorganization within the meaning of Section 368(a) of
     the Internal Revenue Code, or both; and
 
  .  conditions for the benefit of America Online must have been satisfied or
     waived by America Online.
 
                                       66