SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Series called for redemption or exchange, at any time prior to the close of
business on the date fixed for redemption or exchange (unless the Corporation
defaults in the payment of the Redemption Price or fails to exchange the shares
of this Series for the applicable number of shares of Common Stock and any cash
portion of the Exchange Price or exercises its right to rescind such redemption
pursuant to Section 4.5, in which case such right shall not terminate at the
close of business on such date), to convert such share into (i) a number of
shares of Common Stock equal to 6.24792 shares of Common Stock for each share of
this Series, subject to appropriate adjustment in the event of a split or
combination of shares of this Series and subject to further adjustment as
provided in this Section 3 (such rate, as so adjusted from time to time, is
herein called the "Conversion Rate"; and the "Conversion Price" at any time
shall mean the Liquidation Value per share divided by the Conversion Rate in
effect at such time (rounded to the nearest one hundredth of a cent)) plus (ii)
in the event there shall be any dividends on shares of this Series that shall be
accrued and unpaid as of the immediately preceding Dividend Payment Date, a
number of shares of Common Stock equal to:

          (A) the aggregate amount of accrued and unpaid dividends on such share
     of Series F Stock to and including the most recent scheduled Dividend
     Payment Date (whether or not such dividends were declared and whether or
     not there are unrestricted funds legally available for the payment thereof)
     (the "Accrued Dividend Amount") divided by
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          (B) the Closing Price of the Common Stock on the last Trading Day
     prior to the Conversion Date;

provided, however, that the Corporation shall have the right to deliver cash
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equal to the Accrued Dividend Amount or any portion thereof, in which case its
obligation to deliver shares of Common Stock pursuant to this clause (ii) shall
be reduced by a number of shares equal to (x) the aggregate amount of cash so
delivered divided by (y) the Closing Price of the Common Stock on the last
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Trading Day prior to the Conversion Date, unless the Corporation shall deliver
cash equal to the entire Accrued Dividend Amount, in which case its entire
obligation under this clause (ii) shall be discharged.  The obligations of the
Corporation to issue the Common Stock (or its option to make cash payments)
provided by this Section 3.1 shall be absolute whether or not any accrued
dividend by which such issuance (or payment) is measured has been declared by
the Board of Directors and whether or not the Corporation would have adequate
surplus