SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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               (f)  All calculations under this Section 3 shall be made to the
          nearest cent, one-hundredth of a share or, in the case of the
          Conversion Rate, one hundred-thousandth.  Notwithstanding any other
          provision of this Section 3, the Corporation shall not be required to
          make any adjustment of the Conversion Rate unless such adjustment
          would require an increase or decrease of at least 1.00000% of such
          Conversion Rate.  Any lesser adjustment shall be carried forward and
          shall be made at the time of and together with the next subsequent
          adjustment that, together with any adjustment or adjustments so
          carried forward, shall amount to an increase or decrease of at least
          1.00000% in such rate.  Any adjustments under this Section 3 shall be
          made successively whenever an event requiring such an adjustment
          occurs.

               (g)  Whenever an adjustment in the Conversion Rate is required,
          the Corporation shall forthwith place on file with its transfer agent
          or agents for this Series a statement signed by a duly authorized
          officer of the Corporation, stating the adjusted Conversion Rate
          determined as provided herein.  Such statements shall set forth in
          reasonable detail such facts as shall be necessary to show the reason
          for and the manner of computing such adjustment.  Promptly after the
          adjustment of the Conversion Rate, the Corporation shall mail a notice
          thereof to each holder of shares of this Series.

               (h)  In the event that on or at any time as a result of an
          adjustment made pursuant to this Section 3, the holder of any share of
          this Series thereafter surrendered for conversion shall become
          entitled to receive any shares of Capital Stock of the Corporation
          other than shares of Common Stock, the conversion rate of such other
          shares so receivable upon conversion of any such share of this Series
          shall be subject to adjustment from time to time in a manner and on
          terms as nearly equivalent as practicable to the provisions with
          respect to Common Stock contained in subparagraphs (a) through (g) and
          (i) of this Section 3.6, and the provisions of Sections 3.1 through
          3.5 and 3.7 through 3.10 shall apply on like or similar terms to any
          such other shares and the determination of the Board of Directors as
          to any such adjustment shall be conclusive.