SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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effective time of the transactions contemplated by the Merger Agreement:

               (a)  In case the Corporation shall (i) pay a dividend in shares
     of its Common Stock, (ii) combine its outstanding shares of Common Stock
     into a smaller number of shares, (iii) subdivide its outstanding shares of
     Common Stock or (iv) reclassify (other than by way of a merger or
     consolidation that is subject to Section 3.7) its shares of Common Stock,
     then the Conversion Rate in effect immediately before such action shall be
     adjusted so that immediately following such event the holders of the Series
     F Stock shall be entitled to receive upon conversion or exchange thereof
     the kind and amount of shares of Capital Stock of the Corporation that they
     would have owned or been entitled to receive upon or by reason of such
     event if such shares of Series F Stock had been converted immediately
     before the record date (or, if no record date, the effective date) for such
     event (it being understood that any distribution of cash or Capital Stock
     (other than Common Stock), including any distribution of Capital Stock
     (other than Common Stock) that shall accompany a reclassification of the
     Common Stock, shall be subject to Section 2.3 rather than this Section
     3.6(a)).  An adjustment made pursuant to this Section 3.6(a) shall become
     effective retroactively immediately after the record date in the case of a
     dividend or distribution and shall become effective retroactively
     immediately after the effective date in the case of a subdivision,
     combination or reclassification.  For the purposes of this Section 3.6(a),
     in the event that the holders of Common Stock are entitled to make any
     election with respect to the kind or amount of securities receivable by
     them in any transaction that is subject to this Section 3.6(a) (including
     any election that would result in all or a portion of the transaction
     becoming subject to Section 2.3), the kind and amount of securities that
     shall be distributable to the holders of the Series F Stock shall be based
     on (i) the election, if any, made by the record holder (as of the date used
     for determining the holders of Common Stock entitled to make such election)
     of the largest number of shares of Series F Stock in writing to the
     Corporation on or prior to the last date on which a holder of Common Stock
     may make such an election or (ii) if no such election is timely made, an
     assumption that such holder failed to exercise any such rights (provided
     that if the kind or amount of securities is not the same for each
     nonelecting holder, then the kind and amount of