SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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in, or limitation on prices for, securities on the principal national securities
exchange on which shares of Common Stock are registered and listed for trading
(or, if shares of Common Stock are not registered and listed for trading on any
such exchange, in the over-the-counter market) for more than six-and-one-half 
(6-1/2) consecutive trading hours, (b) any decline in either the Dow Jones
Industrial Average or the Standard & Poor's Index of 400 Industrial Companies
(or any successor index published by Dow Jones & Company, Inc. or Standard &
Poor's Corporation) by either (i) an amount in excess of 10%, measured from the
close of business on any Trading Day to the close of business on the next
succeeding Trading Day during the period commencing on the Trading Day preceding
the day notice of any redemption of shares of this Series is given (or, if such
notice is given after the close of business on a Trading Day, commencing on such
Trading Day) and ending at the earlier of (x) the time and date fixed for
redemption in such notice and (y) the time and date at which the Corporation
shall have irrevocably deposited funds with a designated bank or trust company
pursuant to Section 4.4 or (ii) an amount in excess of 15% (or, if the time and
date fixed for redemption is more than 15 days following the date on which
notice of redemption is given, 20%), measured from the close of business on the
Trading Day preceding the day notice of such redemption is given (or, if such
notice is given after the close of business on a Trading Day, from such Trading
Day) to the close of business on any Trading Day on or prior to the earlier of
the dates specified in clauses (x) and (y) above, (c) a declaration of a banking
moratorium or any suspension of payments in respect of banks by Federal or state
authorities in the United States or (d) the commencement of a war or armed
hostilities or other national or international calamity directly or indirectly
involving the United States that in the reasonable judgment of the Corporation
could have a material adverse effect on the market for the Common Stock.

          1.29  "Rescission Date" shall have the meaning set forth in Section
4.5 hereof.

          1.30  "Senior Stock" shall mean the shares of any class or series of
Capital Stock of the Corporation that, by the terms of the Certificate of
Incorporation or of the instrument by which the Board of Directors, acting
pursuant to authority granted in the Certificate of Incorporation, shall fix the
relative rights, preferences and limitations thereof, shall be senior to the
Series F Stock in respect of the right to receive dividends or to participate in
any distribution of assets other than by way of dividends.