SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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accordance with Rule 144 under the Securities Act or Grantee has delivered to
Issuer a copy of a letter from the staff of the SEC, or an opinion of counsel
in form and substance reasonably satisfactory to Issuer and its counsel, to the
effect that such legend is not required for purposes of the Securities Act and
(ii) the reference to restrictions pursuant to this Agreement in the above
legend will be removed by delivery of substitute certificate(s) without such
reference if the Option Shares evidenced by certificate(s) containing such
reference have been sold or transferred in compliance with the provisions of
this Agreement under circumstances that do not require the retention of such
reference.
 
                                   ARTICLE II
 
                         REPRESENTATIONS AND WARRANTIES
 
   2.1 Representations and Warranties of Grantee. Grantee hereby represents and
warrants to Issuer that any Option Shares or other securities acquired by
Grantee upon exercise of the Option will not be taken with a view to the public
distribution thereof and will not be transferred or otherwise disposed of
except in a transaction registered or exempt from registration under the
Securities Act.
 
   2.2 Representations and Warranties of Issuer. Issuer hereby represents and
warrants to Grantee as follows:
 
   (a) Option Shares. Issuer has taken all necessary corporate and other action
to authorize and reserve for issuance, and, subject to receipt of any
Approvals, to permit it to issue, the Option Shares and all additional shares
or other securities which may be issued pursuant to Section 3.1 upon exercise
of the Option, and, at all times from the date hereof until such time as the
obligation to deliver Option Shares hereunder terminates, will have reserved
for issuance upon exercise of the Option the Option Shares and such other
additional shares or securities, if any. All of the Option Shares and all
additional shares or other securities or property which may be issuable
pursuant to Section 3.1, upon exercise of the Option and issuance pursuant
hereto, shall be duly authorized, validly issued, fully paid and nonassessable,
shall be delivered free and clear of all Liens of any nature whatsoever, and
shall not be subject to any preemptive or similar right of any Person.
 
   (b) No Restrictions. No Delaware law or other takeover statute or similar
Law and no provision of the Restated Certificate of Incorporation or Bylaws of
Issuer or any agreement to which Issuer is a party (a) would or would purport
to impose restrictions which might adversely affect or delay the consummation
of the transactions contemplated by this Agreement, or (b) as a result of the
consummation of the transactions contemplated by this Agreement, (i) would or
would purport to restrict or impair the ability of Grantee to vote or otherwise
exercise the rights of a shareholder with respect to securities of Issuer or
any of its Subsidiaries that may be acquired or controlled by Grantee or (ii)
would or would purport to entitle any Person to acquire securities of Issuer.
 
                                  ARTICLE III
 
                   ADJUSTMENT UPON CHANGES IN CAPITALIZATION
 
   3.1 Adjustment Upon Changes in Capitalization. In addition to the adjustment
in the number of shares of Issuer Common Stock that may be purchased upon
exercise of the Option pursuant to Section 1.1 of this Agreement, the number of
shares of Issuer Common Stock that may be purchased upon the exercise of the
Option and the Exercise Price shall be subject to adjustment from time to time
as provided in this Section 3.1. In the event of any change in the number of
issued and outstanding shares of Issuer Common Stock by reason of any stock
dividend, split-up, merger, recapitalization, combination, conversion, exchange
of shares, spin-off or other change in the corporate or capital structure of
Issuer which would have the effect of diluting or otherwise diminishing
Grantee's rights hereunder, the number and kind of Option Shares or other
securities subject to the Option and the Exercise Price therefor shall be
appropriately adjusted so that Grantee shall receive upon exercise of the
Option (or, if such a change occurs between exercise and the Option Closing,
upon
 
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