SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (a) Time Warner Merger Sub shall be merged with and into Time Warner (the
"Time Warner Merger"). Time Warner shall be the surviving corporation in the
Time Warner Merger and shall continue its corporate existence under the laws of
the State of Delaware. As a result of the Time Warner Merger, Time Warner shall
become a wholly owned subsidiary of Holdco.
 
   (b) America Online Merger Sub shall be merged with and into America Online
(the "America Online Merger"). America Online shall be the surviving
corporation in the America Online Merger and shall continue its corporate
existence under the laws of the State of Delaware. As a result of the America
Online Merger, America Online shall become a wholly owned subsidiary of Holdco.
The Time Warner Merger and the America Online Merger are together referred to
herein as the "Mergers".
 
   2.2 Closing. Upon the terms and subject to the conditions set forth in
Article VII and the termination rights set forth in Article VIII, the closing
of the Mergers (the "Closing") will take place on the first Business Day (as
defined in Section 9.11(d)) after the satisfaction or waiver (subject to
applicable law) of the conditions (excluding conditions that, by their nature,
cannot be satisfied until the Closing Date (as defined below)) set forth in
Article VII, unless this Agreement has been theretofore terminated pursuant to
its terms or unless another time or date is agreed to in writing by the parties
hereto (the actual time and date of the Closing being referred to herein as the
"Closing Date"). The Closing shall be held at the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, New York, New York, 10017, unless another place
is agreed to in writing by the parties hereto.
 
   2.3 Effective Time. As soon as practicable following the satisfaction or
waiver (subject to applicable law) of the conditions set forth in Article VII,
at the Closing the parties shall file the Certificates of Merger (as defined
below) with the Secretary of State of the State of Delaware in such form as is
required by and executed and acknowledged in accordance with the relevant
provisions of the DGCL and make all other filings or recordings required under
the DGCL. The Mergers shall become effective at (i) the date and time both of
the certificate of merger relating to the Time Warner Merger (the "Time Warner
Certificate of Merger") and the certificate of merger relating to the America
Online Merger (together with the Time Warner Certificate of Merger, the
"Certificates of Merger") are duly filed with the Secretary of State of the
State of Delaware or (ii) such subsequent time as America Online and Time
Warner shall agree and as shall be specified in the Certificates of Merger;
provided that both Mergers shall become effective at the same time (such time
as the Mergers become effective being the "Effective Time").
 
   2.4 Effects of the Mergers. At and after the Effective Time, the Mergers
will have the effects set forth in the DGCL.
 
  2.5 Charters and Bylaws.
 
   (a) Certificates of Incorporation. The Restated Certificate of Incorporation
of Time Warner, as in effect immediately prior to the Effective Time, shall be
the certificate of incorporation of the surviving corporation in the Time
Warner Merger. The Restated Certificate of Incorporation of America Online, as
in effect immediately prior to the Effective Time, shall be the certificate of
incorporation of the surviving corporation in the America Online Merger.
 
   (b) Bylaws. The bylaws of Time Warner, as in effect immediately prior to the
Effective Time, shall be the bylaws of the surviving corporation in the Time
Warner Merger. The bylaws of America Online, as in effect immediately prior to
the Effective Time, shall be the bylaws of the surviving corporation in the
America Online Merger.
 
   2.6 Officers and Directors. The officers and directors of Time Warner Merger
Sub immediately prior to the Effective Time shall be the officers and directors
of the surviving corporation in the Time Warner Merger. The officers and
directors of America Online Merger Sub immediately prior to the Effective Time
shall be the officers and directors of the surviving corporation in the America
Online Merger.
 
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