SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Common Stock (or such other shares of Capital
Stock) that are held in the treasury of the Corporation.  All shares of Common
Stock (or such other shares of Capital Stock of the Corporation) that shall be
deliverable upon conversion of the shares of this Series shall be duly and
validly issued, fully paid and nonassessable. For purposes of this Section 3,
any shares of Common Stock at any time outstanding shall not include shares held
in the treasury of the Corporation.

          3.9  If any shares of Common Stock that would be issuable upon
conversion (or pursuant to redemption or exchange) of shares of this Series
hereunder require registration with or approval of any governmental authority
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible cause such shares to be duly registered
or approved, as the case may be.  The Corporation will use commercially
reasonable efforts to list the shares of (or depositary shares representing
fractional interests in) Common Stock or other shares of Capital Stock required
to be delivered upon conversion of shares of this Series prior to such delivery
upon the principal national securities exchange upon which the outstanding
Common Stock (or other shares of Capital Stock) is listed at the time of such
delivery.

          3.10  The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock on
conversion (or pursuant to redemption or exchange) of shares of this Series
pursuant hereto.  The Corporation shall not, however, be required to pay any tax
that is payable in respect of any transfer involved in the issue or delivery of
Common Stock or such other shares of Capital Stock in a name other than that in
which the shares of this Series so converted were registered, and no such issue
or delivery shall be made unless and until the Person requesting such issue has
paid to the Corporation the amount of such tax, or has established, to the
satisfaction of the Corporation, that such tax has been paid.

          3.11  In case of (i) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, (ii) any Pro Rata Repurchase or
(iii) any action triggering an adjustment to the Conversion Rate pursuant to
this Section 3, then, in each case, the Corporation shall cause to be filed with
the transfer agent or agents for the Series E Stock, and shall cause to be
mailed, first-class postage prepaid, to the holders of