SEC Filings

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

shall so elect and state in the notice of redemption or exchange, from and after
the time and date (which date shall be the date fixed for redemption or exchange
or an earlier date not less than fifteen (15) days after the date of mailing of
the redemption or exchange notice) on which the Corporation shall irrevocably
deposit with a designated bank or trust company doing business in the Borough of
Manhattan, City and State of New York, as paying agent, money sufficient to pay
at the office of such paying agent, on the redemption date, the Redemption
Price, in the case of redemption, or certificates representing the shares of
Common Stock to be so exchanged and any cash portion of the Exchange Price, in
the case of an exchange. Any money or certificates so deposited with any such
paying agent that shall not be required for such redemption or exchange because
of the exercise of any right of conversion or otherwise shall be returned to the
Corporation forthwith. Upon surrender (in accordance with the notice of
redemption or exchange) of the certificate or certificates for any shares of
this Series to be so redeemed or exchanged (properly endorsed or assigned for
transfer, if the Corporation shall so require and the notice of redemption or
exchange shall so state), such shares shall be redeemed or exchanged by the
Corporation at the Redemption Price or the Exchange Price, as applicable, as set
forth in Section 4.1 (unless the Corporation shall have exercised its right to
rescind such redemption pursuant to Section 4.5). In case fewer than all the
shares represented by any such certificate are to be redeemed, a new certificate
shall be issued representing the unredeemed shares (or fractions thereof as
provided in Section 7.4), without cost to the holder thereof, together with the
amount of cash, if any, in lieu of fractional shares other than those issuable
in accordance with Section 7.4. Subject to applicable escheat laws, any moneys
so set aside by the Corporation in the case of redemption and unclaimed at the
end of one year from the redemption date shall revert to the general funds of
the Corporation, after which reversion the holders of such shares so called for
redemption or exchange shall look only to the general funds of the Corporation
for the payment of the Redemption Price or the Exchange Price, as applicable,
without interest. Any interest accrued on funds so deposited shall be paid to
the Corporation from time to time.

          4.5  In the event that a Redemption Rescission Event shall occur
following any day on which a notice of redemption shall have been given pursuant
to Section 4.3 but at or prior to the earlier of (a) the time and date fixed for
redemption as set forth in such notice of redemption and (b) the time and date
at which the