SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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shares held in the treasury of the Corporation), or rights, options or warrants
to subscribe for or purchase any other security or rights, options or warrants
to subscribe for or purchase any assets or property (in each case, whether of
the Corporation or otherwise, but other than any distribution of rights to
purchase securities of the Corporation if the holder of shares of this Series
would otherwise be entitled to receive such rights upon conversion of shares of
this Series for Common Stock; provided, however, that if such rights are
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subsequently redeemed by the Corporation, such redemption shall be treated for
purposes of this Section 2.3 as a cash dividend (but not a regularly scheduled
cash dividend) on the Common Stock), the Corporation shall simultaneously
distribute such assets, property, securities, rights, options or warrants pro
rata to the holders of Series E Stock on the record date fixed for determining
holders of Common Stock entitled to participate in such distribution (or, if no
such record date shall be established, the effective time thereof) in an amount
equal to the amount that such holders of Series E Stock would have been entitled
to receive had their shares of Series E Stock been converted into Common Stock
immediately prior to such record date (or effective time). In the event of a
distribution to holders of Series E Stock pursuant to this Section 2.3, such
holders shall be entitled to receive fractional shares or interests only to the
extent that holders of Common Stock are entitled to receive the same. The
holders of Series E Stock on the applicable record date (or effective time)
shall be entitled to receive in lieu of such fractional shares or interests the
same consideration as is payable to holders of Common Stock with respect
thereto. If there are no fractional shares or interests payable to holders of
Common Stock, the holders of Series E Stock on the applicable record date (or
effective time) shall receive in lieu of such fractional shares or interests the
fair value thereof as determined by the Board of Directors.

          2.4  If a distribution is made in accordance with the provisions of
Section 2.3, anything in Section 3 to the contrary notwithstanding, no
adjustment pursuant to Section 3 shall be effected by reason of the distribution
of such assets, property, securities, rights, options or warrants or the
subsequent modification, exercise, expiration or termination of such securities,
rights, options or warrants.

          2.5  In the event that the holders of Common Stock are entitled to
make any election with respect to the kind or amount of securities or other
property receivable by them in any distribution that is subject to Section 2.3,
the