SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
America Online Merger and the America Online Stock Option Agreement are fair to
and in the best interests of America Online and its stockholders and declared
the America Online Merger to be advisable, (ii) approved this Agreement, the
America Online Stock Option Agreement, the Voting Agreement and the America
Online Merger and (iii) recommended that the stockholders of America Online
adopt this Agreement and directed that such matter be submitted for
consideration by America Online's stockholders at the America Online
Stockholders Meeting. The America Online Board Approval constitutes approval of
this Agreement, the America Online Stock Option Agreement and the America
Online Merger for purposes of Section 203 of the DGCL and Article EIGHTH of the
Restated Certificate of Incorporation of America Online. To the knowledge of
America Online, except for Section 203 of the DGCL (which has been rendered
inapplicable), no state takeover statute is applicable to this Agreement, the
America Online Stock Option Agreement or the America Online Merger or the other
transactions contemplated hereby or thereby.
 
   (g) Vote Required. The affirmative vote of the holders of a majority of the
outstanding shares of America Online Common Stock to adopt this Agreement (the
"Required America Online Vote") is the only vote of the holders of any class or
series of America Online capital stock necessary to approve or adopt this
Agreement, the America Online Stock Option Agreement and the America Online
Merger and to consummate the America Online Merger and the other transactions
contemplated hereby and thereby.
 
  (h) Litigation; Compliance with Laws.
 
   (i) There are no suits, actions, judgments or proceedings (collectively,
"Actions") pending or, to the knowledge of America Online, threatened, against
or affecting America Online or any Subsidiary of America Online or any property
or asset of America Online or any Subsidiary of America Online which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on America Online, nor are there any judgments,
decrees, injunctions, rules or orders of any Governmental Entity or arbitrator
outstanding against America Online or any Subsidiary of America Online which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on America Online.
 
   (ii) Except as, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on America Online, America Online
and its Subsidiaries hold all permits, licenses, franchises, variances,
exemptions, orders and approvals of all Governmental Entities which are
necessary for the operation of the businesses as now being conducted of America
Online and its Subsidiaries, taken as a whole (the "America Online Permits"),
and no suspension or cancellation of any of the America Online Permits is
pending or, to the knowledge of America Online, threatened. America Online and
its Subsidiaries are in compliance with the terms of the America Online
Permits, except where the failure to so comply, individually or in the
aggregate, would not reasonably be expected to have a Material Adverse Effect
on America Online. Neither America Online nor its Subsidiaries is in violation
of, and America Online and its Subsidiaries have not received any notices of
violations with respect to, any laws, statutes, ordinances, rules or
regulations of any Governmental Entity, except for violations which,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on America Online.
 
   (i) Absence of Certain Changes or Events. Except as disclosed in Section
4.1(i) of the America Online Disclosure Schedule and for liabilities permitted
to be incurred in accordance with this Agreement or the transactions
contemplated hereby, since September 30, 1999, America Online and its
Subsidiaries have conducted their business only in the ordinary course and in a
manner consistent with past practice and, since December 31, 1998, there have
not been any changes, circumstances or events which, individually or in the
aggregate, have had, or would reasonably be expected to have, a Material
Adverse Effect on America Online.
 
  (j) Intellectual Property; Year 2000.
 
   (i) Except as would not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect on America Online: (a) America
Online and each of its Subsidiaries owns, or is licensed to use (in each case,
free and clear of any Liens), all Intellectual Property used in or necessary
for the conduct of its business as currently conducted; (b) to the knowledge of
America Online, the use of any Intellectual Property
 
                                      A-16