SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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meeting of stockholders (unless such term has previously terminated pursuant to
Section 6.3(b)) and any vacancy in respect of any such director shall be filled
only by vote of the remaining director, by the holders of such Preferred Stock,
entitled to elect such director or directors by written consent or at a special
meeting called in accordance with the procedures set forth in Section 6.3(c),
or, if no special meeting is called or written consent executed, at the next
annual meeting of stockholders. Upon any termination of such voting right,
subject to applicable law, the term of office of all directors elected by
holders of such Preferred Stock voting separately as a class pursuant to this
Section 6.3 shall terminate.

          (f) In exercising the voting rights set forth in this Section 6.3,
each share of this Series shall have a number of votes equal to its Liquidation
Value.

          7.  Liquidation Rights.
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          7.1  Upon the dissolution, liquidation or winding up of the
Corporation, whether voluntary or involuntary, the holders of the shares of this
Series shall be entitled to receive out of the assets of the Corporation
available for distribution to stockholders, in preference to the holders of, and
before any payment or distribution shall be made on, Junior Stock, the amount of
$100 per share (the "Liquidation Value"), plus an amount equal to all accrued
and unpaid dividends to the date of final distribution.

          7.2  Neither the sale, exchange or other conveyance (for cash, shares
of stock, securities or other consideration) of all or substantially all the
property and assets of the Corporation nor the merger or consolidation of the
Corporation into or with any other corporation into or with the Corporation,
shall be deemed to be a dissolution, liquidation or winding up, voluntary or
involuntary, for the purposes of this Section 7.

          7.3  After the payment to the holders of the shares of this Series of
full preferential amounts provided for in this Section 7, the holders of this
Series as such shall have no right or claim to any of the remaining assets of
the Corporation.

          7.4  In the event the assets of the Corporation available for
distribution to the holders of shares of this Series upon any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
shall be insufficient to pay in full all amounts to which such holders are
entitled pursuant to