SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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neither failure to give such notice, nor any defect therein or in the
transmission thereof, to any particular holder shall affect the sufficiency of
the notice or the validity of the proceedings referred to in such notice with
respect to the other holders or affect the legality or validity of any
distribution, right, warrant, reclassification, consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up, or the vote upon
any such action. Any notice that was mailed in the manner herein provided shall
be conclusively presumed to have been duly given whether or not the holder
receives the notice.

          7.2  All notices and other communications hereunder shall be deemed
given (i) on the first Trading Day following the date received, if delivered
personally, (ii) on the Trading Day following timely deposit with an overnight
courier service, if sent by overnight courier specifying next day delivery and
(iii) on the first Trading Day that is at least five days following deposit in
the mails, if sent by first class mail to (x) a holder at its last address as it
appears on the transfer records or registry for the Series F Stock and (y) the
Corporation at the following address (or at such other address as the
Corporation shall specify in a notice pursuant to this Section 7.2): AOL Time
Warner Inc., 75 Rockefeller Plaza, New York, New York 10019, Attention: General
Counsel.

          7.3  Any shares of this Series that have been converted, redeemed,
exchanged or otherwise acquired by the Corporation shall, after such conversion,
redemption, exchange or acquisition, as the case may be, be retired and promptly
cancelled and the Corporation shall take all appropriate action to cause such
shares to obtain the status of authorized but unissued shares of Preferred
Stock, without designation as to series, until such shares are once more
designated as part of a particular series by the Board of Directors.  The
Corporation may cause a certificate setting forth a resolution adopted by the
Board of Directors that none of the authorized shares of this Series are
outstanding to be filed with the Secretary of State of the State of Delaware.
When such certificate becomes effective, all matters set forth in the
Certificate with respect to the Series F Stock shall be eliminated from the
Certificate of Incorporation and the shares of Preferred Stock designated hereby
as Series F Stock shall have the status of authorized and unissued shares of
Preferred Stock and may be reissued as part of any new series of Preferred Stock
to be created by resolution or resolutions of the Board of Directors.

          7.4  The shares of this Series shall be issuable in whole shares or,
if authorized by the Board of