SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
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exchanged, at such holder's address as the same appears on the books of the
Corporation.  Each such notice shall state: (i) whether the shares of this
Series are to be redeemed or exchanged; (ii) the time and date as of which the
redemption or exchange shall occur; (iii) the total number of shares of this
Series to be redeemed or exchanged and, if fewer than all the shares held by
such holder are to be redeemed, the number of such shares to be redeemed from
such holder; (iv) the Redemption Price or the Exchange Price, as the case may
be; (v) that shares of this Series called for redemption or exchange may be
converted at any time prior to the time and date fixed for redemption or
exchange (unless the Corporation shall, in the case of a redemption, default in
payment of the Redemption Price or, in the case of an exchange, fail 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 shall exercise its right to
rescind such redemption pursuant to Section 4.5, in which case such right of
conversion shall not terminate at such time and date); (vi) the applicable
Conversion Price and Conversion Rate; (vii) the place or places where
certificates for such shares are to be surrendered for payment of the Redemption
Price, in the case of redemption, or for delivery of certificates representing
the shares of Common Stock and the payment of any cash portion of the Exchange
Price, in the case of exchange; and (viii) that, subject to Section 4.4 of this
Certificate, dividends on the shares of this Series to be redeemed or exchanged
will cease to accrue on such redemption or exchange date.

          4.4  If notice of redemption or exchange shall have been given by the
Corporation as provided in Section 4.3, dividends on the shares of this Series
so called for redemption or exchange shall cease to accrue, such shares shall no
longer be deemed to be outstanding, and all rights of the holders thereof as
stockholders with respect to shares so called for redemption or exchange (except
(i) in the case of redemption, the right to receive from the Corporation the
Redemption Price without interest and in the case of exchange, the right to
receive from the Corporation the Exchange Price without interest and (ii) the
right to convert such shares in accordance with Section 3) shall cease
(including any right to receive dividends otherwise payable on any Dividend
Payment Date that would have occurred after the time and date of redemption or
exchange) either (i) in the case of a redemption or exchange pursuant to Section
4.1, from and after the time and date fixed in the notice of redemption or
exchange as the time and date of redemption or exchange (unless the Corporation
shall (x) in the case of a redemption, default in the payment of the Redemption
Price, (y) in the case of an