SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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proceedings on the part of America Online are necessary to authorize the
execution and delivery of this Agreement or to consummate the America Online
Merger and the other transactions contemplated hereby, subject in the case of
the consummation of the America Online Merger to the adoption of this Agreement
by the Required America Online Vote. This Agreement and the Stock Option
Agreements have been duly executed and delivered by America Online and
constitute valid and binding agreements of America Online, enforceable against
America Online in accordance with their respective terms, except as such
enforceability may be limited by bankruptcy, insolvency, reorganization,
moratorium and similar laws relating to or affecting creditors generally or by
general equity principles (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
 
   (ii) The execution and delivery of this Agreement and the Stock Option
Agreements by America Online do not, and the consummation by America Online of
the America Online Merger and the other transactions contemplated hereby and
thereby will not, conflict with, or result in any violation of, or constitute a
default (with or without notice or lapse of time, or both) under, or give rise
to a right of, or result by its terms in the, termination, amendment,
cancellation or acceleration of any obligation or the loss of a material
benefit under, or the creation of a Lien, charge, "put" or "call" right or
other encumbrance on, or the loss of, any assets, including Intellectual
Property (as defined in Section 4.1(j)) (any such conflict, violation, default,
right of termination, amendment, cancellation or acceleration, loss or
creation, a "Violation") pursuant to: (A) any provision of the certificate of
incorporation or bylaws or similar organizational document of America Online or
any Significant Subsidiary of America Online, or (B) except (1) as,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on America Online or (2) would not prevent or
materially delay the consummation of the Mergers, subject to obtaining or
making the consents, approvals, orders, authorizations, registrations,
declarations and filings referred to in paragraph (iii) below, and except with
respect to employee stock options and other awards or (3) set forth in Section
4.1(c) of the America Online Disclosure Schedule, any loan or credit agreement,
note, mortgage, bond, indenture, lease, benefit plan or other agreement,
obligation, instrument, permit, concession, franchise, license, judgment,
order, decree, statute, law, ordinance, rule or regulation applicable to
America Online or any Subsidiary of America Online or their respective
properties or assets.
 
   (iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any supranational, national, state, municipal,
local or foreign government, any instrumentality, subdivision, court,
administrative agency or commission or other authority thereof, or any quasi-
governmental or private body exercising any regulatory, taxing, importing or
other governmental or quasi-governmental authority (a "Governmental Entity") or
any other Person is required by or with respect to America Online or any
Subsidiary of America Online in connection with the execution and delivery of
this Agreement and the Stock Option Agreements by America Online or the
consummation of the America Online Merger and the other transactions
contemplated hereby and thereby, except for those required under or in relation
to (A) the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended
(the "HSR Act"), Council Regulation No. 4064/89 of the European Community, as
amended (the "EC Merger Regulation"), the Competition Act (Canada) and the
Investment Canada Act of 1985 (Canada) ("Canadian Investment Regulations"), (B)
state securities or "blue sky" laws (the "Blue Sky Laws"), (C) the Securities
Act of 1933, as amended (the "Securities Act"), (D) the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), (E) the DGCL with respect to the
filing of the Certificates of Merger, (F) the rules and regulations of the
NYSE, (G) antitrust or other competition laws of other jurisdictions, (H) the
Communications Act of 1934, as amended, and the rules and regulations of the
Federal Communications Commission or any successor entity (the "FCC")
thereunder (the "Communications Act"), (I) rules and regulations of (x) the
cable franchising authorities having jurisdiction over the cable systems of
Time Warner and its Subsidiaries and affiliates (the "Franchising Authorities")
and (y) the state public service commissions having jurisdiction over the
assets of Time Warner and its Subsidiaries and affiliates ("PUCs") and (J) such
consents, approvals, orders, authorizations, registrations, declarations and
filings the failure of which to make or obtain, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect
on America Online. Consents, approvals, orders, authorizations, registrations,
declarations and filings required under or in relation to any of the foregoing
clauses (A) through (I) are hereinafter referred to as "Necessary Consents".
 
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