SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              18

          Rata Repurchase and (ii) the Current Market Price of the Common Stock
          as of the day immediately preceding the first public announcement by
          the Corporation of the intent to effect such Pro Rata Repurchase, and
          the denominator of which shall be (i) the product of (x) the number of
          shares of Common Stock outstanding immediately before such Pro Rata
          Repurchase and (y) the Current Market Price of the Common Stock as of
          the day immediately preceding the first public announcement by the
          Corporation of the intent to effect such Pro Rata Repurchase minus
          (ii) the aggregate purchase price of the Pro Rata Repurchase (provided
          that such denominator shall never be less than 1). Such adjustment
          shall become effective immediately after the Effective Date of such
          Pro Rata Repurchase.

               (d)  The Corporation shall be entitled to make such additional
          adjustments in the Conversion Rate, in addition to those required by
          subsections 3.6(a), 3.6(b) and 3.6(c) as shall be necessary in order
          that any dividend or distribution in Common Stock or any subdivision,
          reclassification or combination of shares of Common Stock referred to
          above, shall not be taxable to the holders of Common Stock for United
          States Federal income tax purposes, so long as such additional
          adjustments pursuant to this Section 3.6(d) do not decrease the
          Conversion Rate.

               (e)  In any case in which this Section 3.6 shall require that any
          adjustment be made effective as of or retroactively immediately
          following a record date, the Corporation may elect to defer (but only
          for five (5) Trading Days following the occurrence of the event that
          necessitates the filing of the statement referred to in Section
          3.6(g)) issuing to the holder of any shares of this Series converted
          after such record date (i) the shares of Common Stock and other
          Capital Stock of the Corporation issuable upon such conversion over
          and above (ii) the shares of Common Stock and other Capital Stock of
          the Corporation issuable upon such conversion on the basis of the
          Conversion Rate prior to adjustment; provided, however, that the
                                               --------  -------          
          Corporation shall deliver to such holder a due bill or other
          appropriate instrument evidencing such holder's right to receive such
          additional shares upon the occurrence of the event requiring such
          adjustment.