SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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to prohibit, restrict or regulate (i) mergers, acquisitions or other business
combinations, (ii) foreign investment or (iii) actions having the purpose or
effect of monopolization or restraint of trade or lessening of competition.
 
   (d) America Online and its Board of Directors shall, if any state takeover
statute or similar statute becomes applicable to this Agreement, the Mergers,
the Stock Option Agreements or any other transactions contemplated hereby or
thereby, take all action reasonably necessary to ensure that the Mergers and
the other transactions contemplated by this Agreement and the Stock Option
Agreements may be consummated as promptly as practicable on the terms
contemplated hereby or thereby and otherwise to minimize the effect of such
statute or regulation on this Agreement, the Mergers, the Stock Option
Agreements and the other transactions contemplated hereby or thereby.
 
   (e) Time Warner and its Board of Directors shall, if any state takeover
statute or similar statute becomes applicable to this Agreement, the Mergers,
the Stock Option Agreements or any other transactions contemplated hereby or
thereby, take all action reasonably necessary to ensure that the Mergers and
the other transactions contemplated by this Agreement and the Stock Option
Agreements may be consummated as promptly as practicable on the terms
contemplated hereby or thereby and otherwise to minimize the effect of such
statute or regulation on this Agreement, the Mergers, the Stock Option
Agreements and the other transactions contemplated hereby or thereby.
 
  6.5 Acquisition Proposals.
 
   (a) Without limitation on any of such party's other obligations under this
Agreement (including under Article V hereof), each of America Online and Time
Warner agrees that neither it nor any of its Subsidiaries nor any of the
officers and directors of it or its Subsidiaries shall, and that it shall use
its reasonable best efforts to cause its and its Subsidiaries' employees,
agents and representatives (including any investment banker, attorney or
accountant retained by it or any of its Subsidiaries) not to, directly or
indirectly, (i) initiate, solicit, encourage or knowingly facilitate any
inquiries or the making of any proposal or offer with respect to, or a
transaction to effect, a merger, reorganization, share exchange, consolidation,
business combination, recapitalization, liquidation, dissolution or similar
transaction involving it or any of its Significant Subsidiaries (as defined in
Rule 1-02 of Regulation S-X of the SEC and, with respect to Time Warner,
including TWE), or any purchase or sale of 20% or more of the consolidated
assets (including without limitation stock of its Subsidiaries) of such party
and its Subsidiaries, taken as a whole, or any purchase or sale of, or tender
or exchange offer for, the equity securities of such party that, if
consummated, would result in any Person (or the stockholders of such Person)
beneficially owning securities representing 20% or more of the total voting
power of such party (or of the surviving parent entity in such transaction) or
any of its Significant Subsidiaries (any such proposal, offer or transaction
(other than a proposal or offer made by the other party or an affiliate
thereof) being hereinafter referred to as an "Acquisition Proposal"), (ii) have
any discussion with or provide any confidential information or data to any
Person relating to an Acquisition Proposal, or engage in any negotiations
concerning an Acquisition Proposal, or knowingly facilitate any effort or
attempt to make or implement an Acquisition Proposal, (iii) approve or
recommend, or propose publicly to approve or recommend, any Acquisition
Proposal or (iv) approve or recommend, or propose to approve or recommend, or
execute or enter into, any letter of intent, agreement in principle, merger
agreement, acquisition agreement, option agreement or other similar agreement
or propose publicly or agree to do any of the foregoing related to any
Acquisition Proposal.
 
   (b) Notwithstanding anything in this Agreement to the contrary, each of
America Online and Time Warner or its Board of Directors shall be permitted to
(A) to the extent applicable, comply with Rule 14d-9 and Rule 14e-2 promulgated
under the Exchange Act with regard to an Acquisition Proposal, (B) effect a
Change in the America Online or Time Warner Recommendation, as the case may be,
or (C) engage in any discussions or negotiations with, or provide any
information to, any Person in response to an unsolicited bona fide written
Acquisition Proposal by any such Person, if and only to the extent that, in any
such case referred to in clause (B) or (C), (i) its Stockholders Meeting shall
not have occurred, (ii) (x) in the case of clause (B) above, it has received an
unsolicited bona fide written Acquisition Proposal from a third party and its
Board of Directors
 
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