SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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commenced after a "change of control." The Time Warner by-laws define "change
of control" as the occurrence of:
     
  .  a merger or consolidation of Time Warner in which Time Warner is not the
     surviving corporation or pursuant to which shares of Time Warner common
     stock are converted into cash, securities or other property, other than
     a merger of Time Warner in which the holders of Time Warner common stock
     immediately prior to the merger have the same proportionate ownership of
     common stock of the surviving corporation;     
 
  .  any sale, lease, exchange or other transfer of all or substantially all
     of the assets of Time Warner, or the liquidation or dissolution of Time
     Warner;
 
  .  any person becomes an "interested stockholder" without the prior consent
     of the Time Warner board of directors; or
 
  .  during any period of two consecutive years, individuals who at the
     beginning of the two-year period constituted a majority of the Time
     Warner board of directors have ceased for any reason to constitute a
     majority of the Time Warner board of directors unless the election or
     nomination of each of the new directors was approved by a vote of at
     least two-thirds of the directors then still in office who were
     directors at the beginning of the two-year period.
   
   Time Warner is authorized to purchase and maintain insurance on behalf of
its directors, officers, employees and agents.     
 
   In addition, the Time Warner by-laws provide that all reasonable expenses
incurred by or on behalf of a director or officer in connection with any
investigation, claim, action, suit or proceeding will be advanced to the
director or officer by Time Warner upon the request of the director or officer
which request, if required by law, will include an undertaking by or on behalf
of the director or officer to repay the amounts advanced if ultimately it is
determined that the director or officer was not entitled to be indemnified
against the expenses.
   
   AOL Time Warner. The AOL Time Warner restated by-laws will provide for
indemnification, to the fullest extent permitted by Delaware law, of any person
who is or was a director or officer of AOL Time Warner and who is or was
involved in any manner, or who is threatened to be made involved in any manner,
in any pending or completed investigation, claim, action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he or she is or was a director, officer, employee or agent of AOL Time
Warner, or is or was serving at the request of AOL Time Warner as a director,
officer, employee or agent of another corporation, or of a partnership, joint
venture, trust or other enterprise, although no indemnification is available to
a director or officer with respect to a proceeding that was commenced by the
director or officer unless the proceeding was commenced after a "change in
control." The AOL Time Warner restated by-laws will define "change in control"
as the occurrence of:     
     
  .  a merger or consolidation of AOL Time Warner in which AOL Time Warner is
     not the surviving corporation or pursuant to which shares of AOL Time
     Warner common stock are converted into cash, securities or other
     property, other than a merger of AOL Time Warner in which the holders of
     AOL Time Warner common stock immediately prior to the merger have the
     same proportionate ownership of common stock of the surviving
     corporation;     
 
  .  any sale, lease, exchange or other transfer of all or substantially all
     of the assets of AOL Time Warner, or the liquidation or dissolution of
     AOL Time Warner; or
          
  .  individuals who would constitute a majority of the members of the board
     of directors of AOL Time Warner elected at any meeting of stockholders
     or by written consent are elected to the AOL Time Warner board of
     directors and the election or the nomination for election by the
     stockholders of those directors was not approved by a vote of at least
     two-thirds of the directors in office immediately prior to the election.
         
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