SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   3.6 Termination of Exchange Fund. Any portion of the Exchange Fund which
remains undistributed to the holders of Certificates for six months after the
Effective Time shall, at Holdco's request, be delivered to Holdco or otherwise
on the instruction of Holdco, and any holders of the Certificates who have not
theretofore complied with this Article III shall after such delivery look only
to Holdco for the Merger Consideration with respect to the shares of Time
Warner Capital Stock or America Online Common Stock formerly represented
thereby to which such holders are entitled pursuant to Sections 2.7, 2.11 and
3.2, any cash in lieu of fractional shares of Holdco Capital Stock to which
such holders are entitled pursuant to Section 3.5 and any dividends or
distributions with respect to shares of Holdco Capital Stock to which such
holders are entitled pursuant to Section 3.3. Any such portion of the Exchange
Fund remaining unclaimed by holders of shares of Time Warner Capital Stock or
America Online Common Stock immediately prior to such time as such amounts
would otherwise escheat to or become property of any Governmental Entity (as
defined in Section 4.1(c)(iii)) shall, to the extent permitted by law, become
the property of Holdco free and clear of any claims or interest of any Person
(as defined in Section 9.11(h)) previously entitled thereto.
 
   3.7 No Liability. None of Holdco, America Online, America Online Merger Sub,
Time Warner, Time Warner Merger Sub or the Exchange Agent shall be liable to
any Person in respect of any Merger Consideration from the Exchange Fund
delivered to a public official pursuant to any applicable abandoned property,
escheat or similar law.
 
   3.8 Investment of the Exchange Fund. The Exchange Agent shall invest any
cash included in the Exchange Fund as directed by Holdco on a daily basis;
provided that no such investment or loss thereon shall affect the amounts
payable to Time Warner or America Online stockholders pursuant to Article II
and the other provisions of this Article III. Any interest and other income
resulting from such investments shall promptly be paid to Holdco.
 
   3.9 Lost Certificates. If any Certificate shall have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the Person claiming
such Certificate to be lost, stolen or destroyed and, if required by Holdco,
the posting by such Person of a bond in such reasonable amount as Holdco may
direct as indemnity against any claim that may be made against it with respect
to such Certificate, the Exchange Agent will deliver in exchange for such lost,
stolen or destroyed Certificate the applicable Merger Consideration with
respect to the shares of Time Warner Capital Stock or America Online Common
Stock formerly represented thereby, any cash in lieu of fractional shares of
Holdco Capital Stock, and unpaid dividends and distributions on shares of
Holdco Capital Stock deliverable in respect thereof, pursuant to this
Agreement.
 
   3.10 Withholding Rights. Holdco shall be entitled to deduct and withhold
from the consideration otherwise payable pursuant to this Agreement to any
holder of shares of Time Warner Capital Stock or America Online Common Stock
such amounts as it is required to deduct and withhold with respect to the
making of such payment under the Code and the rules and regulations promulgated
thereunder, or any provision of state, local or foreign tax law. To the extent
that amounts are so withheld by Holdco, such withheld amounts shall be treated
for all purposes of this Agreement as having been paid to the holder of the
shares of Time Warner Capital Stock or America Online Common Stock in respect
of which such deduction and withholding was made by Holdco.
 
   3.11 Further Assurances. At and after the Effective Time, the officers and
directors of Holdco will be authorized to execute and deliver, in the name and
on behalf of America Online, America Online Merger Sub, Time Warner or Time
Warner Merger Sub, any deeds, bills of sale, assignments or assurances and to
take and do, in the name and on behalf of America Online, America Online Merger
Sub, Time Warner or Time Warner Merger Sub, any other actions and things to
vest, perfect or confirm of record or otherwise in Holdco any and all right,
title and interest in, to and under any of the rights, properties or assets
acquired or to be acquired by Holdco as a result of, or in connection with, the
Mergers.
 
   3.12 Stock Transfer Books. The stock transfer books of Time Warner and
America Online shall be closed immediately upon the Effective Time and there
shall be no further registration of transfers of shares of
 
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