SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  .  is on terms which the board of directors of America Online or Time
     Warner, as the case may be, in good faith concludes, following receipt
     of the advice of its financial advisors and outside counsel, taking into
     account, among other things, all legal, financial, regulatory and other
     aspects of the proposal and the person making the proposal:
 
    .  would, if completed, result in a transaction that is more favorable
       to the stockholders of America Online or Time Warner, as the case may
       be, from a financial point of view, than the merger; and
 
    .  is reasonably capable of being completed.
 
   Each of America Online and Time Warner has agreed under the provisions of
the merger agreement that:
 
  .  it will promptly keep the other party informed of the status and terms
     of any proposals, offers, discussions or negotiations covered by the "no
     solicitation" provisions of the merger agreement;
 
  .  it will, and its officers, directors and representatives will,
     immediately cease and terminate any activities, discussions or
     negotiations existing as of January 10, 2000, the date of the merger
     agreement, with any parties conducted before that date with respect to
     any Acquisition Proposal;
 
  .  it will use reasonable best efforts to promptly inform its directors,
     officers, key employees, agents and representatives of the obligations
     of the "no solicitation" provisions of the merger agreement; and
 
  .  it will not submit to the vote of its stockholders any Acquisition
     Proposal other than the merger between America Online and Time Warner.
 
   Nothing contained in the "no solicitation" provisions of the merger
agreement will:
 
  .  permit America Online or Time Warner to terminate the merger agreement,
     except as specifically provided in the merger agreement; or
 
  .  affect any other obligation of America Online or Time Warner under the
     merger agreement.
 
   Termination. The merger agreement may be terminated at any time prior to
the completion of the merger, whether before or after the stockholder
approvals have been obtained:
 
  .  by mutual written consent of America Online and Time Warner;
 
  .  by either America Online or Time Warner if the merger is not completed
     on or before May 31, 2001, except that this right to terminate the
     merger agreement will not be available to any party whose failure to
     fulfill any obligation under the merger agreement has been the cause of,
     or has resulted in, the failure of the merger to be completed by May 31,
     2001;
 
  .  by either America Online or Time Warner if any governmental entity:
 
    .  issues an order, decree or ruling or takes any other action
       permanently restraining, enjoining or otherwise prohibiting the
       merger, and the order, decree, ruling or other action becomes final
       and nonappealable; or
 
    .  fails to issue an order, decree or ruling or to take any other
       action, and the denial of a request to issue an order, decree, ruling
       or take any other action becomes final and nonappealable,
 
   in each case which is necessary to fulfill the conditions to the completion
of the merger relating to:
 
      .  the expiration or termination of the applicable waiting periods
         under the Hart-Scott-Rodino Antitrust Improvements Act of 1976;
 
      .  the approval of the merger by the European Commission and
         Canadian governmental entities;
 
      .  the final approval of the Federal Communications Commission;
 
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