SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
under the Canadian Investment Regulations within the time periods specified
thereunder and (iv) all other necessary filings with other Governmental
Entities relating to the Mergers, and, in each case, to supply as promptly as
practicable any additional information and documentary material that may be
requested pursuant to such laws or by such authorities and to use reasonable
best efforts to cause the expiration or termination of the applicable waiting
periods under the HSR Act and the receipt of Required Approvals under such
other laws or from such authorities as soon as practicable. Notwithstanding the
foregoing, nothing in this Section 6.4 shall require, or be deemed to require,
(i) America Online or Time Warner to agree to or effect any divestiture, hold
separate any business or assets or take any other action if doing so would,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect on Holdco after the Mergers or (ii) America Online or
Time Warner to agree to or effect any divestiture, hold separate any business
or take any other action that is not conditional on the consummation of the
Mergers. Neither America Online nor Time Warner shall take or agree to take any
action identified in clause (i) or (ii) of the immediately preceding sentence
without the prior written consent of the other party (which shall not be
unreasonably withheld or delayed).
 
   (b) Each of Time Warner and America Online shall, in connection with the
efforts referenced in Section 6.4(a) to obtain all Required Approvals, use its
reasonable best efforts to (i) cooperate in all respects with each other in
connection with any filing or submission and in connection with any
investigation or other inquiry, including any proceeding initiated by a private
party, (ii) promptly inform the other party of any communication received by
such party from, or given by such party to, the FCC, Franchising Authorities,
PUCs, the Antitrust Division of the Department of Justice (the "DOJ"), the
Federal Trade Commission (the "FTC") or any other Governmental Entity and of
any material communication received or given in connection with any proceeding
by a private party, in each case regarding any of the transactions contemplated
hereby, and (iii) consult with each other in advance to the extent practicable
of any meeting or conference with the FCC, Franchising Authorities, PUCs, the
DOJ, the FTC or any such other Governmental Entity or, in connection with any
proceeding by a private party, with any other Person, and to the extent
permitted by the FCC, PUCs, the DOJ, the FTC or such other applicable
Governmental Entity or other Person, give the other party the opportunity to
attend and participate in such meetings and conferences.
 
   (c) In furtherance and not in limitation of the covenants of the parties
contained in Sections 6.4(a) and 6.4(b), if any administrative or judicial
action or proceeding, including any proceeding by a private party, is
instituted (or threatened to be instituted) challenging any transaction
contemplated by this Agreement as violative of any Regulatory Law, or if any
statute, rule, regulation, executive order, decree, injunction or
administrative order is enacted, entered, promulgated or enforced by a
Governmental Entity which would make the Mergers or the other transactions
contemplated hereby illegal or would otherwise prohibit or materially impair or
delay the consummation of the Mergers or the other transactions contemplated
hereby, each of Time Warner and America Online shall cooperate in all respects
with each other and use its reasonable best efforts, including without
limitation, subject to the penultimate sentence of Section 6.4(a), selling,
holding separate or otherwise disposing of or conducting its business in a
specified manner, or agreeing to sell, hold separate or otherwise dispose of or
conduct its business in a specified manner or permitting the sale, holding
separate or other disposition of, any of its assets or the assets of its
Subsidiaries or the conducting of its business in a specified manner, to
contest and resist any such action or proceeding and to have vacated, lifted,
reversed or overturned any decree, judgment, injunction or other order, whether
temporary, preliminary or permanent, that is in effect and that prohibits,
prevents or restricts consummation of the Mergers or the other transactions
contemplated by this Agreement and to have such statute, rule, regulation,
executive order, decree, injunction or administrative order repealed, rescinded
or made inapplicable so as to permit consummation of the transactions
contemplated by this Agreement. Notwithstanding the foregoing or any other
provision of this Agreement, nothing in this Section 6.4 shall limit a party's
right to terminate this Agreement pursuant to Section 8.1(b) or 8.1(c) so long
as such party has up to then complied with its obligations under this Section
6.4. For purposes of this Agreement, "Regulatory Law" means the Sherman Act, as
amended, the EC Merger Regulation, the Clayton Act, as amended, the HSR Act,
the Federal Trade Commission Act, as amended, the Communications Act, the
Canadian Investment Regulations, and all other federal, state and foreign, if
any, statutes, rules, regulations, orders, decrees, administrative and judicial
doctrines and other laws that are designed or intended
 
                                      A-35