SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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describing such information shall be promptly filed with the SEC and
disseminated to the stockholders of America Online and Time Warner.
 
   (b) Time Warner shall duly take all lawful action to call, give notice of,
convene and hold a meeting of its stockholders on a date determined in
accordance with the mutual agreement of Time Warner and America Online (the
"Time Warner Stockholders Meeting") for the purpose of obtaining the Required
Time Warner Vote with respect to the transactions contemplated by this
Agreement and shall take all lawful action to solicit the adoption of this
Agreement by the Required Time Warner Vote; and the Board of Directors of Time
Warner shall recommend adoption of this Agreement by the stockholders of Time
Warner to the effect as set forth in Section 4.2(f) (the "Time Warner
Recommendation"), and shall not, unless America Online makes a Change in the
America Online Recommendation, (x) withdraw, modify or qualify (or propose to
withdraw, modify or qualify) in any manner adverse to America Online such
recommendation or (y) take any action or make any statement (other than any
action described in the foregoing clause (x)) in connection with the Time
Warner Stockholders Meeting inconsistent with such recommendation
(collectively, a "Change in the Time Warner Recommendation"); provided,
however, any action or statement under clause (y) will not be deemed a Change
in the Time Warner Recommendation provided (I) such action or statement is
taken or made pursuant to advice from Cravath, Swaine & Moore, counsel to Time
Warner, to the effect that such action or statement is required by applicable
law, (II) if a Time Warner Public Proposal (as defined in Section 8.2(b)) has
been made and not rescinded, such action or statement shall not relate to such
Time Warner Public Proposal other than any factual statement required by any
regulatory authority (including the SEC) and shall in any event include a
rejection of such Time Warner Public Proposal and (III) such action or
statement also includes a reaffirmation of the Time Warner Board of Directors'
approval of the Mergers and the other transactions contemplated hereby and
recommendation to the Time Warner stockholders to adopt this Agreement;
provided further, however, that the Board of Directors of Time Warner may make
a Change in the Time Warner Recommendation pursuant to Section 6.5.
Notwithstanding any Change in the Time Warner Recommendation, this Agreement
shall be submitted to the stockholders of Time Warner at the Time Warner
Stockholders Meeting for the purpose of adopting this Agreement and nothing
contained herein shall be deemed to relieve Time Warner of such obligation.
 
   (c) America Online shall duly take all lawful action to call, give notice
of, convene and hold a meeting of its stockholders on a date determined in
accordance with the mutual agreement of America Online and Time Warner (the
"America Online Stockholders Meeting") for the purpose of obtaining the
Required America Online Vote with respect to the transactions contemplated by
this Agreement and shall take all lawful action to solicit the adoption of this
Agreement by the Required America Online Vote, and the Board of Directors of
America Online shall recommend adoption of this Agreement by the stockholders
of America Online to the effect as set forth in Section 4.1(f) (the "America
Online Recommendation"), and shall not, unless Time Warner makes a Change in
the Time Warner Recommendation, (x) withdraw, modify or qualify (or propose to
withdraw, modify or qualify) in any manner adverse to Time Warner such
recommendation or (y) take any action or make any statement (other than any
action described in the foregoing clause (x)) in connection with the America
Online Stockholders Meeting inconsistent with such recommendation
(collectively, a "Change in the America Online Recommendation"); provided,
however, any action or statement under clause (y) will not be deemed a Change
in the America Online Recommendation provided (I) such action or statement is
taken or made pursuant to advice from Simpson Thacher & Bartlett, counsel to
America Online, to the effect that such action or statement is required by
applicable law, (II) if an America Online Public Proposal (ad defined in
Section 8.2(c)) has been made and not rescinded, such action or statement shall
not relate to such America Online Public Proposal other than any factual
statement required by any regulatory authority (including the SEC) and shall in
any event include a rejection of such America Online Public Proposal and (III)
such action or statement also includes a reaffirmation of the America Online
Board of Directors' approval of the Mergers and the other transactions
contemplated hereby and recommendation to the America Online stockholders to
adopt this Agreement; provided further, however, that the Board of Directors of
America Online may make a Change in the America Online Recommendation pursuant
to Section 6.5. Notwithstanding any Change in the America Online
Recommendation, this Agreement shall be submitted to the stockholders of
America Online at the
 
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