SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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  6.11 Affiliates.
 
   (a) Not less than 45 days prior to the date of the Time Warner Stockholders
Meeting, Time Warner shall deliver to America Online a letter identifying all
Persons who, in the judgment of Time Warner, may be deemed at the time this
Agreement is submitted for adoption by the stockholders of Time Warner,
"affiliates" of Time Warner for purposes of Rule 145 under the Securities Act
and applicable SEC rules and regulations, and such list shall be updated as
necessary to reflect changes from the date thereof. Time Warner shall use
reasonable best efforts to cause each Person identified on such list to deliver
to Holdco not less than 30 days prior to the Effective Time, a written
agreement substantially in the form attached as Exhibit 6.11 hereto (an
"Affiliate Agreement").
 
   (b) Not less than 45 days prior to the date of the America Online
Stockholders Meeting, America Online shall deliver to Time Warner a letter
identifying all Persons who, in the judgment of America Online, may be deemed
at the time this Agreement is submitted for adoption by the stockholders of
America Online, "affiliates" of America Online for purposes of Rule 145 under
the Securities Act and applicable SEC rules and regulations, and such list
shall be updated as necessary to reflect changes from the date thereof. America
Online shall use reasonable best efforts to cause each Person identified on
such list to deliver to Holdco not less than 30 days prior to the Effective
Time, an Affiliate Agreement.
 
   6.12 Section 16 Matters. Prior to the Effective Time, America Online and
Time Warner shall take all such steps as may be required to cause any
dispositions of Time Warner Capital Stock or America Online Common Stock
(including derivative securities with respect to Time Warner Capital Stock or
America Online Common Stock) or acquisitions of Holdco Common Stock (including
derivative securities with respect to Holdco Common Stock) resulting from the
transactions contemplated by Article I or Article II of this Agreement by each
individual who is subject to the reporting requirements of Section 16(a) of the
Exchange Act with respect to America Online and Time Warner to be exempt under
Rule 16b-3 promulgated under the Exchange Act.
 
   6.13 America Online Indebtedness and Time Warner Indebtedness. With respect
to America Online Indebtedness and Time Warner Indebtedness issued under
indentures qualified under the Trust Indenture Act of 1939, and any other
America Online Indebtedness or Time Warner Indebtedness the terms of which
require Holdco to assume such debt in order to avoid default thereunder
(collectively, the "Assumed Indentures"), Holdco shall execute and deliver to
the trustees or other representatives in accordance with the terms of the
respective Assumed Indentures, supplemental indentures or other instruments, in
form satisfactory to the respective trustees or other representatives,
expressly assuming the obligations of America Online or Time Warner, as
applicable, with respect to the due and punctual payment of the principal of
(and premium, if any) and interest, if any, on, and conversion obligations
under, all debt securities issued by America Online or Time Warner, as
applicable, under the respective Assumed Indentures and the due and punctual
performance of all the terms, covenants and conditions of the respective
Assumed Indentures to be kept or performed by America Online or Time Warner,
respectively, and shall deliver such supplemental indentures or other
instruments to the respective trustees or other representatives under the
Assumed Indentures.
 
                                  ARTICLE VII
 
                              CONDITIONS PRECEDENT
 
   7.1 Conditions to Each Party's Obligation to Effect its Respective
Merger. The respective obligations of Time Warner and America Online to effect
the Time Warner Merger and America Online Merger are subject to the
satisfaction or waiver on or prior to the Closing Date of the following
conditions:
 
   (a) Stockholder Approval. (i) Time Warner shall have obtained the Required
Time Warner Vote in connection with the adoption of this Agreement by the
stockholders of Time Warner and (ii) America Online shall have obtained the
Required America Online Vote in connection with the adoption of this Agreement
by the stockholders of America Online.
 
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