SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
   1.3 No Inconsistent Agreements. Each Stockholder hereby covenants and
agrees that, except as contemplated by this Agreement and the Merger
Agreement, the Stockholder (a) has not entered, and shall not enter at any
time while this Agreement remains in effect, into any voting agreement or
voting trust with respect to the Shares and (b) has not granted, and shall not
grant at any time while this Agreement remains in effect, a proxy or power of
attorney with respect to the Shares, in either case, which is inconsistent
with such Stockholder's obligations pursuant to this Agreement.
 
                                  ARTICLE II
 
              REPRESENTATIONS AND WARRANTIES OF EACH STOCKHOLDER
 
   Each Stockholder hereby, severally and not jointly, represents and warrants
to America Online as follows:
 
   2.1 Authorization; Validity of Agreement; Necessary Action. Such
Stockholder has full power and authority to execute and deliver this Agreement,
to perform such Stockholder's obligations hereunder and to consummate the
transactions contemplated hereby. The execution, delivery and performance by
such Stockholder of this Agreement and the consummation by it of the
transactions contemplated hereby have been duly and validly authorized by such
Stockholder and no other actions or proceedings on the part of such Stockholder
are necessary to authorize the execution and delivery by it of this Agreement
and the consummation by it of the transactions contemplated hereby. This
Agreement has been duly executed and delivered by such Stockholder, and,
assuming this Agreement constitutes a valid and binding obligation of America
Online, constitutes a valid and binding obligation of such Stockholder,
enforceable against it in accordance with its terms.
 
   2.2  Shares. Such Stockholder's Existing Shares are, and all of its Shares
from the date hereof through and on the Closing Date have been and will be,
owned beneficially and of record by such Stockholder (subject to any
dispositions of Shares permitted by Section 3.1(a) hereof). As of the date
hereof, such Stockholder's Existing Shares constitute all of the shares of
Time Warner Common Stock owned of record or beneficially by such Stockholder.
Such Stockholder has or will have sole voting power, sole power of
disposition, sole power to issue instructions with respect to the matters set
forth in Article I hereof, and sole power to agree to all of the matters set
forth in this Agreement, in each case with respect to all of such
Stockholder's Existing Shares and with respect to all of such Stockholder's
Shares on the Closing Date, with no limitations, qualifications or
restrictions on such rights, subject to applicable federal securities laws,
the terms of this Agreement and the terms of the Loan Agreement (as defined
below in Section 3.1(a)).
 
                                  ARTICLE III
 
                                OTHER COVENANTS
 
   3.1 Further Agreements of Stockholders.
 
    (a) Each Stockholder, severally and not jointly, hereby agrees, while this
Agreement is in effect, and except as contemplated hereby, not to sell,
transfer, pledge, encumber, assign or otherwise dispose of (collectively, a
"Transfer") or enforce or permit the execution of the provisions of any
redemption, share purchase or sale, recapitalization or other agreement with
Time Warner or enter into any contract, option or other arrangement or
understanding with respect to the offer for sale, sale, transfer, pledge,
encumbrance, assignment or other disposition of, any of its Existing Shares,
any Shares acquired after the date hereof, any securities exercisable for or
convertible into Time Warner Common Stock, any other capital stock of Time
Warner or any interest in any of the foregoing with any Person, except to a
Person who agrees in writing, in an instrument reasonably acceptable to
America Online, to be bound by this Agreement as a Stockholder and be subject
to Section 1.1; provided, however, that the Stockholders collectively may
Transfer an aggregate of up to
 
                                      D-2