SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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    .  agreements that limit or restrict, or after completion of the
       merger, could limit or restrict America Online, Time Warner or any
       of their subsidiaries or affiliates, including AOL Time Warner, from
       engaging or competing in any line of business or in any geographic
       area, which limitation would, individually or in the aggregate,
       reasonably be expected to have a Material Adverse Effect on AOL Time
       Warner and its subsidiaries, taken together, after the merger; and
 
  .  actions that would result, or would reasonably be expected to result, in
     any of the conditions to the merger not being satisfied, or a material
     delay in the satisfaction of any of the conditions to the merger.
 
   Additional Agreements. Each of America Online and Time Warner has agreed to
cooperate with each other and to use its reasonable best efforts to take all
actions and do all things necessary, proper and advisable under the merger
agreement and applicable laws to complete the merger as soon as practicable
after January 10, 2000, which is the date of the merger agreement. Accordingly,
each has agreed to use its reasonable best efforts to:
 
  .  as promptly as practicable, prepare and file all applications, notices,
     petitions, filings, tax ruling requests and other documents, and to
     obtain all consents, waivers, licenses, orders registrations, approvals,
     permits, rulings, authorizations and clearances from any third party or
     any domestic or foreign governmental entity necessary to complete the
     merger; and
 
  .  take all reasonable steps to obtain all necessary consents and required
     approvals, including those required under applicable antitrust laws.
 
   America Online's and Time Warner's cooperation may also include using its
reasonable best efforts, including selling, holding separate or disposing of,
or agreeing to sell, hold separate or otherwise dispose of their respective
businesses in a specified manner, or permitting the sale, holding separate or
other disposition of their assets in a specified manner, to contest and resist
actions challenging the merger as illegal and laws or orders making the merger
illegal or prohibiting or materially impairing or delaying the merger. Neither
America Online nor Time Warner will be required to divest or hold separate any
business or assets or take any other action if doing so would, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect on
AOL Time Warner or if the action is not conditional on the completion of the
merger.
 
   The merger agreement also contains covenants relating to the cooperation
between America Online and Time Warner in the preparation of this joint proxy
statement-prospectus and additional agreements between them relating to, among
other things, access to information, mutual notice of specified matters and
public announcements.
 
   Amendment, Extension and Waiver. The merger agreement may be amended by the
parties, by action taken or authorized by their respective boards of directors,
at any time before or after approval of the merger by the stockholders of
America Online and Time Warner has been obtained. After the approval has been
obtained, no amendment may be made which by law or in accordance with the rules
of the New York Stock Exchange requires further approval by the stockholders of
America Online or Time Warner, as the case may be, without the further
approval. All amendments to the merger agreement must be in writing signed by
each party.
 
   At any time before the completion of the merger, the parties may, by action
taken or authorized by their respective boards of directors, to the extent
legally allowed:
 
  .  extend the time for the performance of any of the obligations or other
     acts of the other parties;
 
  .  waive any inaccuracies in the representations and warranties contained
     in the merger agreement or in any document delivered pursuant to the
     merger agreement; and
 
  .  waive compliance with any of the agreements or conditions contained in
     the merger agreement.
 
   All extensions and waivers must be in writing and signed by the party
against whom the waiver is to be effective.
 
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