SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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S-8 (or any successor or, including if Form S-8 is not available, other
appropriate forms) with respect to the shares of Holdco Common Stock subject to
such options or restricted shares and shall maintain the effectiveness of such
registration statement or registration statements (and maintain the current
status of the prospectus or prospectuses contained therein) for so long as such
options or restricted shares remain outstanding.
 
   2.9. Certain Adjustments. If, between the date of this Agreement and the
Effective Time (and as permitted by Sections 5.1 and 5.2), the outstanding
shares of America Online Common Stock or the outstanding shares of Time Warner
Common Stock or Time Warner Series Common Stock shall have been increased,
decreased, changed into or exchanged for a different number of shares or
different class, in each case, by reason of any reclassification,
recapitalization, stock split, split-up, combination or exchange of shares or a
stock dividend or dividend payable in any other securities shall be declared
with a record date within such period, or any similar event shall have
occurred, the applicable Merger Consideration (as defined in Section 2.11(c))
shall be appropriately adjusted to provide to the holders of Time Warner Common
Stock, Time Warner Series Common Stock and America Online Common Stock the same
economic effect as contemplated by this Agreement prior to such event.
 
   2.10. Time Warner Appraisal Rights. (a) Notwithstanding anything in this
Agreement to the contrary and unless provided for by applicable law, shares of
Time Warner Series Common Stock and Time Warner Preferred Stock that are issued
and outstanding immediately prior to the Effective Time and that are owned by
stockholders who have properly perfected their rights of appraisal within the
meaning of Section 262 of the DGCL (the "Time Warner Dissenting Shares") shall
not be converted into the right to receive the applicable Time Warner Merger
Consideration with respect thereto, unless and until such stockholders shall
have failed to perfect their right of appraisal under applicable law, but,
instead, the holders thereof shall be entitled to payment of the appraised
value of such Time Warner Dissenting Shares in accordance with Section 262 of
the DGCL. If any such holder shall have failed to perfect or shall have
effectively withdrawn or lost such right of appraisal, each share of Time
Warner Series Common Stock and Time Warner Preferred Stock held by such
stockholder shall thereupon be deemed to have been converted into the right to
receive and become exchangeable for, at the Effective Time, the applicable Time
Warner Merger Consideration with respect thereto, in the manner provided for in
Section 2.7.
 
   (b) Time Warner shall give America Online (i) prompt notice of any demands
for appraisal filed pursuant to Section 262 of the DGCL received by Time
Warner, withdrawals of such demands and any other instruments served or
delivered in connection with such demands pursuant to the DGCL and received by
Time Warner and (ii) the opportunity to participate in all negotiations and
proceedings with respect to demands under the DGCL consistent with the
obligations of Time Warner thereunder. Time Warner shall not, except with the
prior written consent of America Online, (x) make any payment with respect to
any such demand, (y) offer to settle or settle any such demand or (z) waive any
failure to timely deliver a written demand for appraisal or timely take any
other action to perfect appraisal rights in accordance with the DGCL.
 
   2.11. Effect on America Online Common Stock. As of the Effective Time, by
virtue of the America Online Merger and without any action on the part of the
holder of any shares of America Online Common Stock or any shares of capital
stock of America Online Merger Sub:
 
   (a) Capital Stock of America Online Merger Sub. Each issued and outstanding
share of common stock, par value $0.01 per share, of America Online Merger Sub
shall be converted into one fully paid and nonassessable share of common stock,
par value $0.01 per share, of the surviving corporation in the America Online
Merger.
 
   (b) Cancellation of Treasury Stock. Each share of America Online Common
Stock issued and owned or held by America Online at the Effective Time shall,
by virtue of the America Online Merger, cease to be outstanding and shall be
canceled and retired, and no consideration shall be delivered in exchange
therefor.
 
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