SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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America Online Stockholders Meeting for the purpose of adopting this Agreement
and nothing contained herein shall be deemed to relieve America Online of such
obligation.
 
  6.2 Holdco Board of Directors; Executive Officers.
 
   (a) At or prior to the Effective Time, each party hereto will take all
action necessary to (i) cause the Board of Directors of Holdco and each
committee thereof as of the Effective Time to be comprised in accordance with
Schedule 6.2(a) hereto and (ii) cause the individuals listed in Schedule 6.2(a)
hereto to be appointed as officers of Holdco as of the Effective Time in
accordance with Schedule 6.2(a) hereto.
 
   (b) Promptly following the date hereof, each party hereto will take all
action necessary to form the Transition Team, in accordance with Schedule
6.2(a) hereto. Following the Effective Time, each party hereto will comply, and
will cause Holdco to comply, with the provisions of Schedule 6.2(a) hereto
which by their terms are applicable from and after the Effective Time.
 
   6.3 Access to Information. Upon reasonable notice, each party shall (and
shall cause its Subsidiaries to) afford to the officers, employees,
accountants, counsel, financial advisors and other representatives of the other
party reasonable access during normal business hours, during the period prior
to the Effective Time, to all its properties, books, contracts, commitments,
records, officers and employees and, during such period, such party shall (and
shall cause its Subsidiaries to) furnish promptly to the other party (a) a copy
of each report, schedule, registration statement and other document filed,
published, announced or received by it during such period pursuant to the
requirements of federal or state securities laws, the Communications Act, the
HSR Act and the laws, rules and regulations of Franchising Authorities and
PUCs, as applicable (other than documents which such party is not permitted to
disclose under applicable law), and (b) all other information concerning it and
its business, properties and personnel as such other party may reasonably
request; provided, however, that any party may restrict the foregoing access to
the extent that (i) any law, treaty, rule or regulation of any Governmental
Entity applicable to such party or any contract requires such party or its
Subsidiaries to restrict or prohibit access to any such properties or
information or (ii) the information is subject to confidentiality obligations
to a third party. The parties will hold any such information obtained pursuant
to this Section 6.3 in confidence in accordance with, and shall otherwise be
subject to, the provisions of the confidentiality letter dated December 10,
1999, between Time Warner and America Online (the "Confidentiality Agreement"),
which Confidentiality Agreement shall continue in full force and effect. Any
investigation by either of America Online or Time Warner shall not affect the
representations and warranties of the other.
 
  6.4 Reasonable Best Efforts.
 
   (a) Subject to the terms and conditions of this Agreement, each party will
use its reasonable best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or advisable under
this Agreement and applicable laws and regulations to consummate the Mergers
and the other transactions contemplated by this Agreement as soon as
practicable after the date hereof, including (i) preparing and filing as
promptly as practicable all documentation to effect all necessary applications,
notices, petitions, filings, tax ruling requests and other documents and to
obtain as promptly as practicable all Necessary Consents and all other
consents, waivers, licenses, orders, registrations, approvals, permits,
rulings, authorizations and clearances necessary or advisable to be obtained
from any third party and/or any Governmental Entity in order to consummate the
Mergers or any of the other transactions contemplated by this Agreement and the
Stock Option Agreements (collectively, the "Required Approvals") and (ii)
taking all reasonable steps as may be necessary to obtain all such Necessary
Consents and the Required Approvals. In furtherance and not in limitation of
the foregoing, each party hereto agrees to make, as promptly as practicable, to
the extent it has not already done so, (i) an appropriate filing of a
Notification and Report Form pursuant to the HSR Act with respect to the
transactions contemplated hereby (which filing shall be made in any event
within 10 Business Days of the date hereof), (ii) appropriate filings with the
FCC, Franchising Authorities and PUCs with respect to the transactions
contemplated hereby, (iii) appropriate filings with the European Commission in
accordance with applicable competition, merger control, antitrust, investment
or similar laws and any necessary filings
 
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