SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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   (b) No Injunctions or Restraints, Illegality. No laws shall have been
adopted or promulgated, and no temporary restraining order, preliminary or
permanent injunction or other order issued by a court or other Governmental
Entity of competent jurisdiction shall be in effect, having the effect of
making the Mergers illegal or otherwise prohibiting consummation of the
Mergers.
 
   (c) HSR Act; EC Merger Regulation; Canadian Investment Regulations. The
waiting period (and any extension thereof) applicable to the Mergers under the
HSR Act shall have been terminated or shall have expired and any required
approval of the Mergers of the European Commission or Canadian Governmental
Entities shall have been obtained pursuant to the EC Merger Regulation and the
Canadian Investment Regulations, respectively.
 
   (d) FCC Approvals. All material orders and approvals of the FCC required in
connection with the consummation of the transactions contemplated hereby shall
have been obtained and become final; provided, however, that the provisions of
this Section 7.1(d) shall not be available to any party whose failure to
fulfill its obligations pursuant to Section 6.4 has been the cause of, or shall
have resulted in, the failure to obtain such order or approval.
 
   (e) Cable Franchising Authorities and PUCs Approvals. All consents,
approvals and actions of, filings with and notices to any Cable Franchising
Authorities or PUCs required of America Online, Time Warner or any of their
Subsidiaries to consummate the Mergers and the other transactions contemplated
hereby, the failure of which to be obtained or taken, individually or in the
aggregate, would reasonably be expected to have a Material Adverse Effect on
Holdco after giving effect to the Mergers, shall have been obtained or taken;
provided, however, that the provisions of this Section 7.1(e) shall not be
available to any party whose failure to fulfill its obligations pursuant to
Section 6.4 has been the cause of, or shall have resulted in, the failure to
obtain such consent or approval or action.
 
   (f) NYSE Listing. The shares of Holdco Common Stock to be issued in the
Mergers and such other shares of Holdco Common Stock to be reserved for
issuance in connection with the Mergers shall have been approved for listing on
the NYSE, subject to official notice of issuance.
 
   (g) Effectiveness of the Form S-4. The Form S-4 shall have been declared
effective by the SEC under the Securities Act and no stop order suspending the
effectiveness of the Form S-4 shall have been issued by the SEC and no
proceedings for that purpose shall have been initiated or threatened by the
SEC.
 
   7.2 Additional Conditions to Obligations of America Online.  The obligations
of America Online to effect the America Online Merger are subject to the
satisfaction, or waiver by America Online, on or prior to the Closing Date of
the following additional conditions:
 
   (a) Representations and Warranties. Each of the representations and
warranties of Time Warner set forth in this Agreement, disregarding all
qualifications and exceptions contained therein relating to materiality or
Material Adverse Effect, shall be true and correct as of the date of this
Agreement and as of the Closing Date as though made on and as of the Closing
Date (except to the extent that such representations and warranties speak as of
another date, in which case such representations and warranties shall be true
and correct as of such other date), except where the failure of such
representations and warranties to be true and correct would not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect
on Time Warner; and America Online shall have received a certificate of a
senior executive officer and a senior financial officer of Time Warner to such
effect.
 
   (b) Performance of Obligations of Time Warner. Time Warner shall have
performed or complied with all agreements and covenants required to be
performed by it under this Agreement at or prior to the Closing Date that are
qualified as to materiality or Material Adverse Effect and shall have performed
or complied in all material respects with all other material agreements and
covenants required to be performed by it under this Agreement at or prior to
the Closing Date that are not so qualified, and America Online shall have
received a certificate of a senior executive officer and a senior financial
officer of Time Warner to such effect.
 
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