SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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record of the outstanding shares of Series E Stock, at least fifteen (15) days
prior to the applicable record date for any such transaction (or if no record
date will be established, the effective date thereof), a notice stating (x) the
date, if any, on which a record is to be taken for the purpose of any such
transaction (or, if no record date will be established, the date as of which
holders of record of Common Stock entitled to participate in such transaction
are determined), and (y) the expected effective date thereof. Failure to give
such notice or any defect therein shall not affect the legality or validity of
the proceedings described in this Section 3.11.

          4.  Redemption or Exchange.
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          4.1  (a)  The Corporation may, at its sole option, subject to Section
2.2 hereof, from time to time on and after January 4, 2001, redeem, out of funds
legally available therefor, or, as provided below, exchange shares of Common
Stock for, all (or in the case of Section 4.1(b)(i), any part) of the
outstanding shares of this Series.  The redemption price for each share of this
Series called for redemption pursuant to clause (i) of Section 4.1(b) shall be
the Liquidation Value together with an amount equal to the accrued and unpaid
dividends to the date fixed for redemption (hereinafter collectively referred to
as the "Redemption Price").  The exchange price for each share of this Series
called for exchange pursuant to clause (ii) of Section 4.1(b) shall be a number
of shares of Common Stock equal to the Conversion Rate, together with, at the
option of the Corporation, either (x) cash or (y) a number of shares of Common
Stock, valued at the Closing Price on the Trading Day immediately preceding the
date fixed for exchange, equal, in either case, to the aggregate amount of
accrued and unpaid dividends on the Series E Stock to the date fixed for
exchange (hereinafter collectively referred to as the "Exchange Price").

               (b)  On the date fixed for redemption or exchange the Corporation
shall, at its option, effect either

                    (i) a redemption of the shares of this Series to be redeemed
               by way of payment, out of funds legally available therefor, of
               cash equal to the aggregate Redemption Price for the shares of
               this Series then being redeemed;

                    (ii) an exchange of the shares of this Series for the
               Exchange Price in shares of Common Stock (provided that the
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               Corporation