SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              16

          3.6  The Conversion Rate shall be adjusted from time to time as
follows for events occurring after the effective time of the transactions
contemplated by the Merger Agreement:

               (a)  In case the Corporation shall, at any time or from time to
     time while any of the Series I Stock is outstanding, (i) pay a dividend in
     shares of its Common Stock, (ii) combine its outstanding shares of Common
     Stock into a smaller number of shares, (iii) subdivide its outstanding
     shares of Common Stock or (iv) reclassify (other than by way of a merger
     that is subject to Section 3.7) its shares of Common Stock, then the
     Conversion Rate in effect immediately before such action shall be adjusted
     so that immediately following such event the holders of the Series I Stock
     shall be entitled to receive upon conversion or exchange thereof the kind
     and amount of shares of Capital Stock of the Corporation that they would
     have owned or been entitled to receive upon or by reason of such event if
     such shares of Series I Stock had been converted or exchanged immediately
     before the record date (or, if no record date, the effective date) for such
     event (it being understood that any distribution of cash or of Capital
     Stock (other than Common Stock), including any distribution of Capital
     Stock (other than Common Stock) that shall accompany a reclassification of
     the Common Stock, shall be subject to Section 2.3 rather than this Section
     3.6(a)).  An adjustment made pursuant to this Section 3.6(a) shall become
     effective retroactively immediately after the record date in the case of a
     dividend or distribution and shall become effective retroactively
     immediately after the effective date in the case of a subdivision,
     combination or reclassification.  For the purposes of this Section 3.6(a),
     in the event that the holders of Common Stock are entitled to make any
     election with respect to the kind or amount of securities receivable by
     them in any transaction that is subject to this Section 3.6(a) (including
     any election that would result in all or a portion of the transaction
     becoming subject to Section 2.3), the kind and amount of securities 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