SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (g) Vote Required. The affirmative vote of the holders of a majority of the
voting power of the outstanding shares of Time Warner Series LMC Common Stock,
Time Warner Common Stock and Time Warner Preferred Stock, voting together as a
single class, to adopt this Agreement (the "Required Time Warner Vote") is the
only vote of the holders of any class or series of Time Warner capital stock
necessary to approve or adopt this Agreement, the Time Warner Stock Option
Agreement and the Time Warner Merger and to consummate the Time Warner Merger
and the other transactions contemplated hereby and thereby.
 
  (h) Litigation; Compliance with Laws.
 
   (i) There are no Actions pending or, to the knowledge of Time Warner,
threatened, against or affecting Time Warner or any Subsidiary of Time Warner
or any property or asset of Time Warner or any Subsidiary of Time Warner which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on Time Warner, nor are there any judgments, decrees,
injunctions, rules or orders of any Governmental Entity or arbitrator
outstanding against Time Warner or any Subsidiary of Time Warner which,
individually or in the aggregate, would reasonably be expected to have a
Material Adverse Effect on Time Warner.
 
   (ii) Except as, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect on Time Warner, Time Warner 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 Time Warner and its
Subsidiaries, taken as a whole (the "Time Warner Permits"), and no suspension
or cancellation of any of the Time Warner Permits is pending or, to the
knowledge of Time Warner, threatened. Time Warner and its Subsidiaries are in
compliance with the terms of the Time Warner 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 Time Warner. Neither Time Warner
nor its Subsidiaries is in violation of, and Time Warner 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 Time Warner.
 
   (i) Absence of Certain Changes or Events. Except as disclosed in Section
4.2(i) of the Time Warner Disclosure Schedule and for liabilities permitted to
be incurred in accordance with this Agreement or the transactions contemplated
hereby, since September 30, 1999, Time Warner 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 Time
Warner.
 
  (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 Time Warner: (a) Time Warner 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 Time
Warner, the use of any Intellectual Property by Time Warner and its
Subsidiaries does not infringe on or otherwise violate the rights of any
Person, (c) the use of the Intellectual Property is in accordance with
applicable licenses pursuant to which Time Warner or any Subsidiary acquired
the right to use any Intellectual Property; and (d) to the knowledge of Time
Warner, no Person is challenging, infringing on or otherwise violating any
right of Time Warner or any of its Subsidiaries with respect to any
Intellectual Property owned by and/or licensed to Time Warner or its
Subsidiaries. As of the date of this Agreement, except as would not reasonably
be expected, individually or in the aggregate, to have a Material Adverse
Effect on Time Warner, neither Time Warner nor any of its Subsidiaries has
knowledge of any pending claim, order or proceeding with respect to any
Intellectual Property used by Time Warner and its Subsidiaries and to its
knowledge no Intellectual Property owned and/or licensed by Time Warner or its
Subsidiaries is being used or enforced in a manner that would reasonably be
expected to result in the abandonment, cancellation or unenforceability of such
Intellectual Property.
 
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