SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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same terms and conditions (subject to the adjustments required by this Section
2.12 after giving effect to the America Online Merger and the terms of the
America Online Stock Option Plans). To the extent permitted by law, Holdco
shall comply with the terms of the America Online Stock Option Plans and shall
take such reasonable steps as are necessary or required by, and subject to the
provisions of, such America Online Stock Option Plans, to have the America
Online Stock Options which qualified as incentive stock options prior to the
Effective Time continue to qualify as incentive stock options of Holdco after
the Effective Time.
 
   (d) Prior to the Effective Time, Holdco shall take all necessary action to
assume as of the Effective Time all obligations undertaken by, or on behalf of,
Holdco under this Section 2.12 and to adopt at the Effective Time the America
Online Stock Option Plans and each America Online Converted Option, and to take
all other actions called for by this Section 2.12, including the reservation,
issuance and listing of a number of shares of Holdco Common Stock at least
equal to the number of shares of Holdco Common Stock that will be subject to
America Online Converted Options. No later than the Effective Time, Holdco
shall file a registration statement on Form 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.
 
                                  ARTICLE III
 
                            EXCHANGE OF CERTIFICATES
 
   3.1 Exchange Fund. Prior to the Effective Time, America Online shall appoint
a commercial bank or trust company reasonably acceptable to Time Warner, or a
subsidiary thereof, to act as exchange agent hereunder for the purpose of
exchanging Certificates for the applicable Merger Consideration (the "Exchange
Agent"). At or prior to the Effective Time, Holdco shall deposit with the
Exchange Agent, in trust for the benefit of holders of shares of Time Warner
Capital Stock and America Online Common Stock, certificates representing the
shares of the Holdco Capital Stock issuable pursuant to Sections 2.7 and 2.11
in exchange for outstanding shares of Time Warner Capital Stock and America
Online Common Stock. Holdco agrees to make available to the Exchange Agent from
time to time as needed, cash sufficient to pay cash in lieu of fractional
shares pursuant to Section 3.5 and any dividends and other distributions
pursuant to Section 3.3. Any cash and certificates representing Holdco Capital
Stock deposited with the Exchange Agent shall hereinafter be referred to as the
"Exchange Fund".
 
   3.2 Exchange Procedures. Promptly after the Effective Time, Holdco shall
cause the Exchange Agent to mail to each holder of a Certificate (i) a letter
of transmittal which shall specify that delivery shall be effected, and risk of
loss and title to the Certificates shall pass, only upon proper delivery of the
Certificates to the Exchange Agent, and which letter shall be in customary form
and have such other provisions as America Online or Time Warner may reasonably
specify (such letter to be reasonably acceptable to Time Warner and America
Online prior to the Effective Time) and (ii) instructions for effecting the
surrender of such Certificates in exchange for the applicable Merger
Consideration, together with any dividends and other distributions with respect
thereto and any cash in lieu of fractional shares. Upon surrender of a
Certificate to the Exchange Agent together with such letter of transmittal,
duly executed and completed in accordance with the instructions thereto, and
such other documents as may reasonably be required by the Exchange Agent, the
holder of such Certificate shall be entitled to receive in exchange therefor
(A) one or more shares of Holdco Capital Stock (which shall be in
uncertificated book-entry form unless a physical certificate is requested or is
otherwise required by applicable law or regulation) representing, in the
aggregate, the whole number of shares that such holder has the right to receive
pursuant to Section 2.7 or 2.11 (after taking into account all shares of Time
Warner Capital Stock and America Online Common Stock then held by such holder)
and (B) a check in the
 
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