SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     respect of any event occurring after the Conversion Date.

               (c)  In case the Corporation or any subsidiary thereof shall make
     a Pro Rata Repurchase, the Conversion Rate in effect immediately prior to
     such action shall be adjusted (but shall not be decreased) by multiplying
     such Conversion Rate by a fraction, the numerator of which shall be the
     product of (i) the number of shares of Common Stock outstanding immediately
     before such Pro Rata Repurchase minus the number of shares of Common Stock
     repurchased by the Corporation or any subsidiary thereof in such Pro Rata
     Repurchase and (ii) the Current Market Price of the Common Stock as of the
     day immediately preceding the first public announcement by the Corporation
     of the intent to effect such Pro Rata Repurchase, and the denominator of
     which shall be (i) the product of (x) the number of shares of Common Stock
     outstanding immediately before such Pro Rata Repurchase and (y) the Current
     Market Price of the Common Stock as of the day immediately preceding the
     first public announcement by the Corporation of the intent to effect such
     Pro Rata Repurchase minus (ii) the aggregate purchase price of the Pro Rata
     Repurchase (provided that such denominator shall never be less than 1).
     Such adjustment shall become effective immediately after the Effective Date
     of such Pro Rata Repurchase.

               (d)  The Corporation shall be entitled to make such additional
     adjustments in the Conversion Rate, in addition to those required by
     subsections 3.6(a), 3.6(b) and 3.6(c) as shall be necessary in order that
     any dividend or distribution in Common Stock or any subdivision,
     reclassification or combination of shares of Common Stock referred to
     above, shall not be taxable to the holders of Common Stock for United
     States Federal income tax purposes, so long as such additional adjustments
     pursuant to this Section 3.6(d) do not decrease the Conversion Rate.

               (e)  In any case in which this Section 3.6 shall require that any
     adjustment be made effective as of or retroactively immediately following a
     record date, the Corporation may elect to defer (but only for five (5)
     Trading Days following the occurrence of the event that necessitates the
     filing of the statement referred to in Section 3.6(g)) issuing to the
     holder of any shares of this Series converted after such record date (i)
     the shares of Common Stock and other Capital Stock of the Corporation
     issuable upon such conversion