SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              19

     Section 3.6, and the provisions of Sections 3.1 through 3.5 and 3.7 through
     3.10 shall apply on like or similar terms to any such other shares and the
     determination of the Board of Directors as to any such adjustment shall be
     conclusive.

               (i)  No adjustment shall be made pursuant to this Section 3.6 (i)
     if the effect thereof would be to reduce the Conversion Price below the par
     value of the Common Stock or (ii) subject to Section 3.6(d) hereof, with
     respect to any share of Series F Stock that is converted, prior to the time
     such adjustment otherwise would be made.

               3.7  In the event that after the effective time of the
transactions contemplated by the Merger Agreement, either (a) any consolidation
or merger to which the Corporation is a party, other than a merger or
consolidation in which the Corporation is the surviving or continuing
corporation and that does not result in any reclassification of, or change
(other than a change in par value or from par value to no par value or from no
par value to par value, or as a result of a subdivision or combination) in,
outstanding shares of Common Stock or (b) any sale or conveyance of all or
substantially all of the property and assets of the Corporation, then lawful
provision shall be made as part of the terms of such transaction whereby the
holder of each share of Series F Stock shall have the right thereafter, during
the period such share shall be convertible or exchangeable, to convert such
share into or have such shares exchanged for the kind and amount of shares of
stock or other securities and property receivable upon such consolidation,
merger, sale or conveyance by a holder of the number of shares of Common Stock
into which such shares of this Series could have been converted or exchanged
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustment that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3 (based on (i) the election, if any,
made in writing to the Corporation by the record holder (as of the date used for
determining holders of Common Stock entitled to make such election) of the
largest number of shares of Series F Stock on or prior to the last date on which
a holder of Common Stock may make an election regarding the kind or amount of
securities or other property receivable by such holder in such transaction 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
or other property is not the same for each nonelecting holder, then the kind and
amount of