SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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special rights, and qualifications, limitations or restrictions of the shares of
this Series.

          (b)  No consent of holders of shares of this Series shall be required
for (i) the creation of any indebtedness of any kind of the Corporation, (ii)
the authorization or issuance of any class of Junior Stock or Parity Stock,
(iii) the authorization, designation or issuance of additional shares of Series
E Stock (to the extent provided in the Agreement and Plan of Merger dated as of
February 6, 1995, among Cablevision Industries Corporation, Alan Gerry, a
Delaware corporation known on such date as "Time Warner Inc." and TW CVI
Acquisition Corp.) or (iv) subject to Section 5.2(a), the authorization or
issuance of any other shares of Preferred Stock.

          5.3  (a)  If and whenever at any time or times dividends payable on
shares of this Series shall have been in arrears and unpaid in an aggregate
amount equal to or exceeding the amount of dividends payable thereon for six
quarterly dividend periods, then the number of directors constituting the Board
of Directors shall be increased by two and the holders of shares of this Series,
together with the holders of any shares of any Parity Stock as to which in each
case dividends are in arrears and unpaid in an aggregate amount equal to or
exceeding the amount of dividends payable thereon for six quarterly dividend
periods, shall have the exclusive right, voting separately as a class with such
other series, to elect two directors of the Corporation.

          (b)  Such voting right may be exercised initially either by written
consent or at a special meeting of the holders of the Preferred Stock having
such voting right, called as hereinafter provided, or at any annual meeting of
stockholders held for the purpose of electing directors, and thereafter at each
such annual meeting until such time as all dividends in arrears on the shares of
this Series shall have been paid in full and all dividends payable on the shares
of this Series on four subsequent consecutive Dividend Payment Dates shall have
been paid in full on such dates or funds shall have been set aside for the
payment thereof, at which time such voting right and the term of the directors
elected pursuant to Section 5.3(a) shall terminate.

          (c)  At any time when such voting right shall have vested in holders
of shares of such series of Preferred Stock described in Section 5.3(a), and if
such right shall not already have been exercised by written consent, a proper
officer of the Corporation may call, and, upon the written