SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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Corporation, (ii) any Pro Rata Repurchase or (iii) any action triggering an
adjustment to the Conversion Rate pursuant to this Section 3, then, in each
case, the Corporation shall cause to be filed with the transfer agent or agents
for the Series F Stock, and shall cause to be mailed, first-class postage
prepaid, to the holders of record of the outstanding shares of Series F Stock,
at least fifteen (15) days prior to the applicable record date for any such
transaction (or if no record date will be established, the effective date
thereof), a notice stating (x) the date, if any, on which a record is to be
taken for the purpose of any such transaction (or, if no record date will be
established, the date as of which holders of record of Common Stock entitled to
participate in such transaction are determined), and (y) the expected effective
date thereof. Failure to give such notice or any defect therein shall not affect
the legality or validity of the proceedings described in this Section 3.11.

          4.  Redemption or Exchange.
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          4.1  (a)  The Corporation may, at its sole option, subject to Section
2.2 hereof, from time to time on and after January 4, 2001, in the case of
clause (i) or (iii) of Section 4.1(b), and at any time, in the case of clause
(ii) of Section 4.1(b), redeem, out of funds legally available therefor, or, as
provided below, exchange shares of Common Stock for, all (or in the case of
Section 4.1(b)(i), any part) of the outstanding shares of this Series.  The
redemption price for each share of this Series called for redemption pursuant to
clause (i) of Section 4.1(b) shall be the Liquidation Value together with an
amount equal to the accrued and unpaid dividends to the date fixed for
redemption (hereinafter collectively referred to as the "Redemption Price").
The exchange price for each share of this Series called for exchange pursuant to
clause (ii) of Section 4.1(b) shall be a number of shares of Common Stock equal
to the Conversion Rate, together with, at the option of the Corporation, either
(x) cash or (y) a number of shares of Common Stock, valued at the Closing Price
on the Trading Day immediately preceding the date fixed for exchange, equal, in
either case, to the aggregate amount of accrued and unpaid dividends on the
Series F Stock to the date fixed for exchange (hereinafter collectively referred
to as the "Exchange Price").

               (b)  On the date fixed for redemption or exchange the Corporation
shall, at its option, effect either

               (i) a redemption of the shares of this Series to be redeemed by
     way of payment, out of funds legally