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 shall mail a copy thereof to the record holders of the Series I
Stock as of the date used for determining the holders of record of Common Stock
entitled to such mailing.

          3.  Conversion Rights.
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          3.1  Each holder of a share of this Series shall have the right at any
time or as to any share of this Series called for redemption or exchange, at any
time prior to the close of business on the date fixed for redemption or exchange
(unless the Corporation defaults in the payment of the Redemption Price or fails
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 exercises its right
to rescind such redemption pursuant to Section 4.5, in which case such right
shall not terminate at the close of business on such date), to convert such
share into (i) a number of shares of Common Stock equal to 6.24792 shares of
Common Stock for each share of this Series, subject to adjustment as provided in
this Section 3 (such rate, as so adjusted from time to time, is herein called
the "Conversion Rate") plus (ii) a number of shares of Common Stock equal to

               (A)  (1) the Accrued Dividend Amount minus (2) the Common
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     Dividend Excess, if applicable, or plus (3) the Common Dividend Deficiency,
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     if applicable (the "Net Dividend Amount"), divided by
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               (B)  the Closing Price of the Common Stock on the last Trading
     Day prior to the Conversion Date;

provided, however, that in the event that the Net Dividend Amount is a negative
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number, the number of shares deliverable upon conversion of a share of Series I
Stock shall be equal to

               (I)  the number of shares determined pursuant to clause (i) minus

               (II)  a number of shares equal to (x) the absolute value of the
     Net Dividend Amount divided by (y) the Closing Price of the Common Stock on
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     the last Trading Day prior to the Conversion Date;

and provided further that, in the event that the Net Dividend Amount is a
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positive number, the Corporation shall have the right to deliver cash equal to
the Net Dividend Amount or any portion thereof, in which case its obligation to
deliver shares of Common Stock pursuant to clause (ii)