SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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concurred in by America Online's independent public accountants. America Online
shall not (i) change its fiscal year (other than to the calendar year) or (ii)
make any tax election that, individually or in the aggregate, would have a
Material Adverse Effect on America Online.
 
   (k) Certain Agreements and Arrangements. Except as disclosed in Section
5.1(k) of the America Online Disclosure Schedule, America Online shall not, and
shall not permit any of its Subsidiaries to, enter into any America Online
Internet Restrictions or any agreements or arrangements that limit or otherwise
restrict America Online or any of its Subsidiaries or any of their respective
affiliates or any successor thereto or that could, after the Effective Time,
limit or restrict America Online or any of its affiliates (including Holdco) or
any successor thereto, from engaging or competing in any line of business or in
any geographic area which agreements or arrangements, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect on
Holdco and its Subsidiaries, taken together, after giving effect to the Mergers
or (y) of a type described in Section 5.1 (k) of the Time Warner Disclosure
Schedule.
 
   (l) Satisfaction of Closing Conditions. Except as required by law, America
Online shall not, and shall not permit any of its Subsidiaries to, take any
action that would, or would reasonably be expected to, result in (i) any of the
conditions to the Mergers set forth in Article VII not being satisfied or (ii)
a material delay in the satisfaction of such conditions.
 
   (m) No Related Actions. America Online will not, and will not permit any of
its Subsidiaries to, agree or commit to do any of the foregoing.
 
   5.2 Covenants of Time Warner. During the period from the date of this
Agreement and continuing until the Effective Time, Time Warner agrees as to
itself and its Subsidiaries that (except as expressly contemplated or permitted
by this Agreement, the Stock Option Agreements or Section 5.2 (including its
subsections) of the Time Warner Disclosure Schedule or as required by a
Governmental Entity or to the extent that America Online shall otherwise
consent in writing, which consent shall not be unreasonably withheld or
delayed):
 
  (a) Ordinary Course.
 
     (i) Time Warner 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 Time Warner or its Subsidiaries with respect to matters
  specifically addressed by any other provision of this Section 5.2 shall be
  deemed a breach of this Section 5.2(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
  5.2(e) or investments permitted by Section 5.2(g), Time Warner 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 as disclosed in Section 5.2(a) of the Time Warner
  Disclosure Schedule or incurred or committed to in the ordinary course of
  business consistent with past practice.
 
   (b) Dividends; Changes in Share Capital. Time Warner 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 (A) the declaration and payment of regular quarterly cash
dividends not in excess of $0.045 per share of Time Warner Common Stock, $0.045
per share of Time Warner Series LMCN-V Common Stock, $0.9375 per share of Time
Warner Series E Preferred Stock, $0.1874 per share of Time Warner Series F
Preferred Stock, $0.9375 per share of Time Warner Series I Preferred Stock or
$0.9375
 
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