SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Exhibit C (the "Voting Agreement") pursuant to which the Designated
Stockholders have agreed, among other things, to vote their shares of Time
Warner Common Stock in favor of the adoption of this Agreement; and
 
   WHEREAS, for Federal income tax purposes, it is intended that the Mergers
shall qualify as exchanges within the meaning of Section 351 of the Internal
Revenue Code of 1986, as amended (the "Code"), and as reorganizations within
the meaning of Section 368(a) of the Code and the regulations promulgated
thereunder.
 
   NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth in this
Agreement and in the Stock Option Agreements, and intending to be legally bound
hereby and thereby, the parties hereto agree as follows:
 
                                   ARTICLE I
 
                        HOLDING COMPANY AND SUBSIDIARIES
 
   1.1 Organization of Holdco. Time Warner and America Online have caused
Holdco to be organized under the laws of the State of Delaware. The authorized
capital stock of Holdco consists of 100 shares of common stock, par value $0.01
per share (the "Holdco Common Stock"), of which one share has been issued to
Time Warner and one share has been issued to America Online. Time Warner and
America Online shall take, and shall cause Holdco to take, all requisite action
to cause the certificate of incorporation of Holdco to be in the form of
Exhibit D-1 (the "Holdco Charter") and the bylaws of Holdco to be in the form
of Exhibit D-2 (the "Holdco Bylaws"), in each case, at the Effective Time.
 
   1.2 Directors and Officers of Holdco. Prior to the Effective Time, the
directors and officers of Holdco shall consist of equal numbers of
representatives of America Online and Time Warner as designated and elected by
Time Warner and America Online. Time Warner and America Online shall take all
requisite action to cause the directors and officers of Holdco as of the
Effective Time to be as provided in Section 6.2. Each such director and officer
shall remain in office until his or her successors are elected in accordance
with Schedule 6.2(a) and the Holdco Bylaws.
 
   1.3 Organization of Merger Subsidiaries. Holdco has caused America Online
Merger Sub and Time Warner Merger Sub to be organized for the sole purpose of
effectuating the Mergers contemplated herein. The authorized capital stock of
Time Warner Merger Sub consists of 100 shares of common stock, par value $0.01
per share, all of which shares have been issued to Holdco at a price of $1.00
per share. The authorized capital stock of America Online Merger Sub consists
of 100 shares of common stock, par value $0.01 per share, all of which shares
shall be issued to Holdco at a price of $1.00 per share.
 
   1.4 Actions of Time Warner and America Online. Time Warner and America
Online, as the holders of all the outstanding shares of Holdco Common Stock,
have approved this Agreement and shall cause Holdco, as the sole stockholder of
each of the Merger Subsidiaries, to adopt this Agreement. Each of Time Warner
and America Online shall cause Holdco, and Holdco shall cause the Merger
Subsidiaries, to perform their respective obligations under this Agreement.
 
                                   ARTICLE II
 
                      THE MERGERS; CERTAIN RELATED MATTERS
 
   2.1 The Mergers. Upon the terms and subject to the conditions set forth in
this Agreement, and in accordance with the Delaware General Corporation Law
(the "DGCL"), except as set forth on Schedule 2.1:
 
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