SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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kind and amount of securities or other property that shall be distributable to
the holders of the Series E Stock shall be based on (i) the election, if any,
made by the record holder (as of the date used for determining the holders of
Common Stock entitled to make such election) of the largest number of shares of
Series E Stock in writing to the Corporation on or prior to the last date on
which a holder of Common Stock may make such an election or (ii) if no such
election is timely made, an assumption that such holder failed to exercise any
such rights (provided that if the kind or amount of securities or other property
is not the same for each nonelecting holder, then the kind and amount of
securities or other property receivable by holders of the Series E Stock shall
be based on the kind or amount of securities or other property receivable by a
plurality of the shares held by the nonelecting holders of Common Stock).
Concurrently with the mailing to holders of Common Stock of any document
pursuant to which such holders may make an election of the type referred to in
this Section, the Corporation shall mail a copy thereof to the record holders on
the date of mailing of the largest number of shares of the Series E Stock as of
the date used for determining the holders of record of Common Stock entitled to
such mailing.

          3.  Conversion Rights.
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          3.1  Each holder of a share of this Series shall have the right at any
time or as to any share of this Series called for redemption or exchange, at any
time prior to the close of business on the date fixed for redemption or exchange
(unless the Corporation defaults in the payment of the Redemption Price or fails
to exchange the shares of this Series for the applicable number of shares of
Common Stock and any cash portion of the Exchange Price or exercises its right
to rescind such redemption pursuant to Section 4.5, in which case such right
shall not terminate at the close of business on such date), to convert such
share into (i) a number of shares of Common Stock equal to 6.24792 shares of
Common Stock for each share of this Series, subject to appropriate adjustment in
the event of a split or combination of shares of this Series and subject to
further adjustment as provided in this Section 3 (such rate, as so adjusted from
time to time, is herein called the "Conversion Rate"; and the "Conversion Price"
at any time shall mean the Liquidation Value per share divided by the Conversion
Rate in effect at such time (rounded to the nearest one hundredth of a cent))
plus (ii) in the event there shall be any dividends on shares of this Series
that shall be accrued and