SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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as of the date of this Agreement, there are no outstanding obligations of Time
Warner or any of its Subsidiaries to repurchase, redeem or otherwise acquire
any shares of capital stock of Time Warner or any of its Subsidiaries.
 
  (c) Authority; No Conflicts.
 
   (i) Time Warner has all requisite corporate power and authority to enter
into this Agreement and the Stock Option Agreements and to consummate the
transactions contemplated hereby and thereby, subject in the case of the
consummation of the Time Warner Merger to the adoption of this Agreement by the
Required Time Warner Vote (as defined in Section 4.2(g)). The execution and
delivery of this Agreement and the Stock Option Agreements and the consummation
of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action on the part of Time Warner and no other
corporate proceedings on the part of Time Warner are necessary to authorize the
execution and delivery of the Agreement or to consummate the Time Warner Merger
and the other transactions contemplated hereby, subject in the case of the
consummation of the Time Warner Merger to the adoption of this Agreement by the
Required Time Warner Vote. This Agreement and the Stock Option Agreements have
been duly executed and delivered by Time Warner and constitute valid and
binding agreements of Time Warner, enforceable against Time Warner 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 Time Warner do not, and the consummation by Time Warner of the
Time Warner Merger and the other transactions contemplated hereby and thereby
will not, conflict with, or result in a Violation pursuant to: (A) any
provision of the certificate of incorporation or bylaws or similar
organizational document of Time Warner or any Significant Subsidiary of Time
Warner (including the TWE Partnership Agreement) or (B) except (1) as,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect on Time Warner 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 or (3) set forth in Section
4.2(c)(ii) of the Time Warner Disclosure Schedule and except with respect to
employee stock options and other awards, 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 Time Warner or any
Subsidiary of Time Warner or their respective properties or assets.
 
   (iii) No consent, approval, order or authorization of, or registration,
declaration or filing with, any Governmental Entity or any other Person is
required by or with respect to Time Warner or any Subsidiary of Time Warner in
connection with the execution and delivery of this Agreement and the Stock
Option Agreements by Time Warner or the consummation of the Time Warner Merger
and the other transactions contemplated hereby and thereby, except the
Necessary Consents and 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 Time Warner.
 
  (d) Reports and Financial Statements.
 
   (i) Each of Time Warner and TWE have filed all required registration
statements, prospectuses, reports, schedules, forms, statements and other
documents required to be filed by each of them with the SEC since December 31,
1996 (collectively, including all exhibits thereto, the "Time Warner SEC
Reports"). Except as set forth in Section 4.2(d)(i) of the Time Warner
Disclosure Schedule, no Subsidiary of Time Warner is required to file any form,
report, registration statement, prospectus or other document with the SEC. None
of the Time Warner SEC Reports, as of their respective dates (and, if amended
or superseded by a filing prior to the date of this Agreement, then on the date
of such filing), contained or will contain any untrue statement of a material
fact or omitted or will omit to state a material fact required to be stated
therein or necessary to make the
 
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