SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Section 6.7(b) shall not be terminated or modified in such a manner as to
adversely affect any indemnitee to whom this Section 6.7(b) applies without the
consent of such affected indemnitee (it being expressly agreed that the
indemnitees to whom this Section 6.7(b) applies shall be third party
beneficiaries of this Section 6.7(b)).
 
   6.8 Public Announcements. America Online and Time Warner shall use
reasonable best efforts to develop a joint communications plan and each party
shall use reasonable best efforts (i) to ensure that all press releases and
other public statements with respect to the transactions contemplated hereby
shall be consistent with such joint communications plan and (ii) unless
otherwise required by applicable law or by obligations pursuant to any listing
agreement with or rules of any securities exchange, to consult with each other
before issuing any press release or, to the extent practical, otherwise making
any public statement with respect to this Agreement or the transactions
contemplated hereby. In addition to the foregoing, except to the extent
disclosed in or consistent with the Joint Proxy Statement/Prospectus in
accordance with the provisions of Section 6.1, neither America Online nor Time
Warner shall issue any press release or otherwise make any public statement or
disclosure concerning the other party or the other party's business, financial
condition or results of operations without the consent of the other party,
which consent shall not be unreasonably withheld or delayed.
 
   6.9 Listing of Shares of Holdco Common Stock. Holdco shall use its
reasonable best efforts to cause the shares of Holdco Common Stock to be issued
in the Merger and the shares of Holdco Common Stock to be reserved for issuance
upon exercise of the Time Warner Stock Options and America Online Stock Options
to be approved for listing on the NYSE, subject to official notice of issuance,
prior to the Closing Date.
 
   6.10 Rights Agreements. (a) The Board of Directors of America Online shall
take all action to the extent necessary (including amending the America Online
Rights Agreement) in order to render the America Online Rights inapplicable to
the America Online Merger and the other transactions contemplated by this
Agreement and the Stock Option Agreements. Except in connection with the
foregoing sentence, the Board of Directors of America Online shall not, without
the prior written consent of Time Warner, (i) amend the America Online Rights
Agreement or (ii) take any action with respect to, or make any determination
under, the America Online Rights Agreement, including a redemption of the
America Online Rights, in each case in order to facilitate any Acquisition
Proposal with respect to America Online.
 
   (b) The Board of Directors of Time Warner shall take all action to the
extent necessary (including amending the Time Warner Rights Agreement) in order
to render the Time Warner Rights inapplicable to the Time Warner Merger and the
other transactions contemplated by this Agreement and the Stock Option
Agreements. Except in connection with the foregoing sentence, the Board of
Directors of Time Warner shall not, without the prior written consent of
America Online, (i) amend the Time Warner Rights Agreement or (ii) take any
action with respect to, or make any determination under, the Time Warner Rights
Agreement, including a redemption of the Time Warner Rights, in each case in
order to facilitate any Acquisition Proposal with respect to Time Warner.
Notwithstanding the preceding sentence, Time Warner may, in its sole
discretion, either resolve to redeem the Time Warner Rights effective as of, or
amend the expiration date of the Time Warner Rights Agreement to provide that
the Time Warner Rights shall not be exercisable from and after, the close of
business on the date of Time Warner's 2000 annual meeting of stockholders;
provided, however, that if prior to, on, or following such date a Person has
(i) indicated (either publicly or in a manner which becomes known to America
Online or Time Warner) its intention to accumulate Time Warner Capital Stock
other than for investment purposes, (ii) indicated (either publicly or in a
manner which becomes known to America Online or Time Warner) its intention to
make an Acquisition Proposal with respect to Time Warner or (iii) made an
Acquisition Proposal with respect to Time Warner, then, upon the written
request of America Online, Time Warner shall within 10 Business Days following
such request take all action necessary to enter into a new stockholder rights
plan no less favorable to Time Warner or America Online than the Time Warner
Rights Agreement. Time Warner shall give America Online prompt notice of any
information known by Time Warner with respect to the occurrence of an event set
forth in clauses (i), (ii) and (iii) of the immediately preceding sentence.
Upon the implementation of such new stockholder rights plan, Time Warner shall
be subject to this Section 6.10(b) without giving effect to the second
preceding sentence.
 
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