SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (c) Conversion of America Online Common Stock. Subject to Section 3.5, each
issued and outstanding share of America Online Common Stock (other than shares
to be canceled in accordance with Section 2.11(b)) shall be converted into the
right to receive one fully paid and nonassessable share of Holdco Common Stock
(the "America Online Merger Consideration" and, together with the Time Warner
Merger Consideration, the "Merger Consideration").
 
   As a result of the America Online Merger and without any action on the part
of the holders thereof, at the Effective Time, all shares of America Online
Common Stock shall cease to be outstanding and shall be canceled and retired
and shall cease to exist, and each holder of a certificate which immediately
prior to the Effective Time represented any such shares of America Online
Common Stock (an "America Online Certificate" and, together with the Time
Warner Certificates, the "Certificates") shall thereafter cease to have any
rights with respect to such shares of America Online Common Stock, except the
right (subject to Section 2.11(b)) to receive the America Online Merger
Consideration to be issued in consideration therefor and any dividends or other
distributions to which holders of America Online Common Stock become entitled
all in accordance with Article III upon the surrender of such America Online
Certificate.
 
  2.12 America Online Stock Options and Other Equity-Based Awards.
 
   (a) Each America Online Stock Option (as defined in Section 4.1(b)) granted
prior to the Effective Time and which remains outstanding immediately prior to
the Effective Time shall cease to represent a right to acquire shares of
America Online Common Stock and shall be converted (each, as so converted, an
"America Online Converted Option"), at the Effective Time, into an option to
acquire, on the same terms and conditions as were applicable under the America
Online Stock Option (but taking into account any changes thereto, including the
acceleration thereof, provided for in the America Online Stock Option Plans (as
defined in Section 4.1(b)), in any award agreement or in such option by reason
of this Agreement or the transactions contemplated hereby), that number of
shares of Holdco Common Stock equal to the number of shares of America Online
Common Stock subject to such America Online Stock Option, at a price per share
equal to the per share exercise price specified in such America Online Stock
Option; provided, however, that in the case of any America Online Stock Option
to which Section 421 of the Code applies by reason of its qualification under
Section 422 of the Code, the option price, the number of shares subject to such
option and the terms and conditions of exercise of such option shall be
determined in a manner consistent with the requirements of Section 424(a) of
the Code.
 
   (b) Each restricted share of America Online Common Stock granted pursuant to
the America Online Stock Option Plans (each such share, an "America Online
Restricted Share" and, together with each other America Online Restricted Share
outstanding as of the date hereof and all other restricted shares granted by
America Online after the date hereof in accordance with the America Online
Stock Option Plans and Section 5.1, the "America Online Restricted Shares")
which is outstanding immediately prior to the Effective Time shall vest and
become free of restrictions to the extent provided by the terms thereof. Each
America Online Restricted Share shall be converted, as of the Effective Time,
into a share of Holdco Common Stock; and such shares of Holdco Common Stock
shall be delivered to the respective holders of the America Online Restricted
Shares as soon as practicable following the Effective Time. Time Warner
acknowledges that the acceleration of vesting as a result of the America Online
Merger of all America Online Stock Options outstanding as of the date hereof in
accordance with their terms shall not constitute a Material Adverse Effect on
America Online.
 
   (c) As soon as practicable after the Effective Time, Holdco shall deliver to
the holders of America Online Stock Options appropriate notices setting forth
such holders' rights pursuant to the respective America Online Stock Option
Plans and agreements evidencing the grants of such America Online Stock Options
(including that, in connection with the America Online Merger and to the extent
provided by the terms of the America Online Stock Option Plans, the America
Online Stock Options have become fully vested) and stating that such America
Online Stock Options and agreements shall be assumed by Holdco and shall
continue in effect on the
 
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