SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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          Capital Stock (other than Common Stock), including any distribution of
          Capital Stock (other than Common Stock) that shall accompany a
          reclassification of the Common Stock, shall be subject to Section 2.3
          rather than this Section 3.6(a)). An adjustment made pursuant to this
          Section 3.6(a) shall become effective retroactively immediately after
          the record date in the case of a dividend or distribution and shall
          become effective retroactively immediately after the effective date in
          the case of a subdivision, combination or reclassification. For the
          purposes of this Section 3.6(a), in the event that the holders of
          Common Stock are entitled to make any election with respect to the
          kind or amount of securities receivable by them in any transaction
          that is subject to this Section 3.6(a) (including any election that
          would result in all or a portion of the transaction becoming subject
          to Section 2.3), the kind and amount of securities 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 is not
          the same for each nonelecting holder, then the kind and amount of
          securities receivable shall be based on the kind or amount of
          securities receivable by a plurality of 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 of the Series E Stock as of the
          date used for determining the holders of record of Common Stock
          entitled to such mailing.

               (b)  In case a Change of Control shall occur, the Conversion Rate
          in effect immediately prior to the Change of Control Date shall be
          increased (but not decreased) by multiplying such rate by a fraction
          as follows:  (i) in the case of a Change of Control specified in
          Section 1.5(a), a fraction