SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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amount equal to the amount that such holders of Series I Stock would have been
entitled to receive had their shares of Series I Stock been converted into
Common Stock immediately prior to such record date (or effective time). In the
event of a distribution to holders of Series I Stock pursuant to this Section
2.3, such holders shall be entitled to receive fractional shares or interests
only to the extent that holders of Common Stock are entitled to receive the
same. The holders of Series I Stock on the applicable record date (or effective
time) shall be entitled to receive in lieu of such fractional shares or
interests the same consideration as is payable to holders of Common Stock with
respect thereto. If there are no fractional shares or interests payable to
holders of Common Stock, the holders of Series I Stock on the applicable record
date (or effective time) shall receive in lieu of such fractional shares or
interests the fair value thereof as determined by the Board of Directors.

          2.4  If a distribution is made in accordance with the provisions of
Section 2.3, anything in Section 3 to the contrary notwithstanding, no
adjustment pursuant to Section 3 shall be effected by reason of the distribution
of such assets, property, securities, rights, options or warrants or the
subsequent modification, exercise, expiration or termination of such securities,
rights, options or warrants.

          2.5  In the event that the holders of Common Stock are entitled to
make any election with respect to the kind or amount of securities or other
property receivable by them in any distribution that is subject to Section 2.3,
the kind and amount of securities or other property that shall be distributable
to the holders of the Series I Stock shall be based on (i) the election, if any,
made by the record holder (as of the date used for determining the holders of
Common Stock entitled to make such election) of the largest number of shares of
Series I Stock in writing to the Corporation on or prior to the last date on
which a holder of Common Stock may make such an election 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
securities or other property receivable by holders of the Series I Stock shall
be based on the kind or amount of securities or other property receivable by a
plurality of shares held by the nonelecting holders of Common Stock).
Concurrently with the mailing to holders of Common Stock of any document
pursuant to which such holders may make an election of the type referred to in
this Section, the