SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  (p) Employee Benefits.
 
   (i) The Benefit Plans, whether oral or written, under which any current or
former employee or director of Time Warner or its Subsidiaries has any present
or future right to benefits contributed to, sponsored by or maintained by Time
Warner or its Subsidiaries, or under which Time Warner or its Subsidiaries has
any present or future liability shall be collectively referred to as the "Time
Warner Benefit Plans."
 
   (ii) With respect to each Time Warner Benefit Plan, no liability has been
incurred and there exists no condition or circumstances in connection with
which Time Warner or any of its Subsidiaries could be subject to any liability
that is reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect on Time Warner, in each case under ERISA, the Code, or any other
applicable law, rule or regulation.
 
   (iii) Time Warner and its Subsidiaries are in compliance with all federal,
state, local and foreign requirements regarding employment, except for any
failures to comply that are not reasonably likely, individually or in the
aggregate, to have a Material Adverse Effect on Time Warner. As of the date of
this Agreement, there is no labor dispute, strike or work stoppage against Time
Warner or any of its Subsidiaries pending or, to the knowledge of Time Warner,
threatened which may interfere with the business activities of Time Warner or
any of its Subsidiaries, except where such dispute, strike or work stoppage is
not reasonably likely, individually or in the aggregate, to have a Material
Adverse Effect on Time Warner.
 
                                   ARTICLE V
 
                   COVENANTS RELATING TO CONDUCT OF BUSINESS
 
   5.1 Covenants of America Online. During the period from the date of this
Agreement and continuing until the Effective Time, America Online agrees as to
itself and its Subsidiaries that (except as expressly contemplated or permitted
by this Agreement, the Stock Option Agreements or Section 5.1 (including its
subsections) of the America Online Disclosure Schedule or as required by a
Governmental Entity or to the extent that Time Warner shall otherwise consent
in writing, which consent shall not be unreasonably withheld or delayed):
 
  (a) Ordinary Course.
 
     (i) America Online and its Subsidiaries shall carry on their respective
  businesses in the usual, regular and ordinary course in all material
  respects, in substantially the same manner as heretofore conducted, and
  shall use their reasonable best efforts to preserve intact their present
  lines of business, maintain their rights and franchises and preserve their
  relationships with customers, suppliers and others having business dealings
  with them to the end that their ongoing businesses shall not be impaired in
  any material respect at the Effective Time; provided, however, that no
  action by America Online or its Subsidiaries with respect to matters
  specifically addressed by any other provision of this Section 5.1 shall be
  deemed a breach of this Section 5.1(a)(i) unless such action would
  constitute a breach of one or more of such other provisions.
 
     (ii) Other than in connection with acquisitions permitted by Section
  5.1(e) or investments permitted by Section 5.1(g), America Online shall
  not, and shall not permit any of its Subsidiaries to, (A) enter into any
  new material line of business or (B) incur or commit to any capital
  expenditures or any obligations or liabilities in connection therewith
  other than capital expenditures and obligations or liabilities in
  connection therewith incurred or committed to in the ordinary course of
  business consistent with past practice.
 
   (b) Dividends; Changes in Share Capital. America Online shall not, and shall
not permit any of its Subsidiaries to, and shall not propose to, (i) declare or
pay any dividends on or make other distributions in respect of any of its
capital stock, except as permitted by Section 5.1(b)(ii), (ii) split, combine
or reclassify any of its capital stock or issue or authorize or propose the
issuance of any other securities in respect of, in lieu of or in substitution
for, shares of its capital stock, except for (x) any such transaction by a
wholly owned Subsidiary of America Online which remains a wholly owned
Subsidiary after consummation of such
 
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