SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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transaction or (y) a stock split of the America Online Common Stock or (iii)
repurchase, redeem or otherwise acquire any shares of its capital stock or any
securities convertible into or exercisable for any shares of its capital stock
except for the purchase from time to time by America Online of America Online
Common Stock (and the associated America Online Rights) in connection with the
America Online Benefit Plans in the ordinary course of business consistent with
past practice.
 
   (c) Issuance of Securities. America Online shall not, and shall not permit
any of its Subsidiaries to, issue, deliver or sell, or authorize or propose the
issuance, delivery or sale of, any shares of its capital stock of any class,
any America Online Voting Debt or any securities convertible into or
exercisable for, or any rights, warrants, calls or options to acquire, any such
shares or America Online Voting Debt, or enter into any commitment,
arrangement, undertaking or agreement with respect to any of the foregoing,
other than (i) the issuance of America Online Common Stock (and the associated
America Online Rights) upon the exercise of America Online Stock Options in
accordance with their present terms or pursuant to America Online Stock Options
or other stock based awards granted pursuant to clause (ii) below, (ii) the
granting of America Online Stock Options or other stock based awards of or to
acquire shares of America Online Common Stock granted under Benefit Plans
outstanding on the date hereof in the ordinary course of business consistent
with past practice, (iii) issuances by a wholly owned Subsidiary of America
Online of capital stock to such Subsidiary's parent or another wholly owned
Subsidiary of America Online, (iv) pursuant to acquisitions and investments as
disclosed in Section 5.1(e) or 5.1(g) of the America Online Disclosure Schedule
or the financings therefor or as disclosed in Section 5.1(c) of the America
Online Disclosure Schedule, (v) issuances in accordance with the America Online
Rights Agreement or (vi) issuances pursuant to the America Online Stock Option
Agreement.
 
   (d) Governing Documents. Except to the extent required to comply with their
respective obligations hereunder or with applicable law, America Online and
America Online Merger Sub shall not amend or propose to so amend their
respective certificates of incorporation or bylaws.
 
   (e) No Acquisitions. Other than (i) pursuant to the Time Warner Stock Option
Agreement, (ii) acquisitions disclosed in Section 5.1(e) of the America Online
Disclosure Schedule and (iii) acquisitions in existing or related lines of
business of America Online the fair market value of the total consideration
(including the value of indebtedness acquired or assumed) for which does not
exceed the amount specified in the aggregate for such acquisitions in Section
5.1(e)(iii) of the America Online Disclosure Schedule and none of which
acquisitions referred to in this clause (iii) presents a material risk of
making it materially more difficult to obtain any approval or authorization
required in connection with the Mergers under applicable laws, America Online
shall not, and shall not permit any of its Subsidiaries to, acquire or agree to
acquire by merger or consolidation, or by purchasing a substantial equity
interest in or a substantial portion of the assets of, or by any other manner,
any business or any corporation, partnership, association or other business
organization or division thereof or otherwise acquire or agree to acquire any
assets (excluding the acquisition of assets used in the operations of the
business of America Online and its Subsidiaries in the ordinary course, which
assets do not constitute a business unit, division or all or substantially all
of the assets of the transferor); provided, however, that the foregoing shall
not prohibit (x) internal reorganizations or consolidations involving existing
Subsidiaries of America Online or (y) the creation of new Subsidiaries of
America Online organized to conduct or continue activities otherwise permitted
by this Agreement.
 
   (f) No Dispositions. Other than (i) internal reorganizations or
consolidations involving existing Subsidiaries of America Online, (ii)
dispositions referred to in the America Online SEC Reports filed prior to the
date of this Agreement or (iii) as may be required by or in conformance with
law or regulation in order to permit or facilitate the consummation of the
transactions contemplated hereby or (iv) as disclosed in Section 5.1(f) of the
America Online Disclosure Schedule, America Online shall not, and shall not
permit any of its Subsidiaries to, sell, lease or otherwise dispose of, or
agree to sell, lease or otherwise dispose of, any of its assets (including
capital stock of Subsidiaries of America Online but excluding inventory in the
ordinary course of business), if the fair market value of the total
consideration (including the value of the indebtedness acquired or assumed)
therefor exceeds the amount specified in the aggregate for all such
dispositions in Section 5.1(f) of the America Online Disclosure Schedule.
 
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