SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     election is timely made, an assumption that such holder failed to exercise
     any such rights (provided that if the kind or amount of securities is not
     the same for each nonelecting holder, then the kind and amount of
     securities receivable shall be based on the kind or amount of securities
     receivable by a plurality of 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 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.

               (b)  In case a Change of Control shall occur, the Conversion Rate
     in effect immediately prior to the Change of Control Date shall be
     increased (but not decreased) by multiplying such rate by a fraction as
     follows: (i) in the case of a Change of Control specified in Section
     1.5(a), a fraction in which the numerator is the Conversion Price prior to
     adjustment pursuant hereto and the denominator is the Current Market Price
     of the Common Stock at the Change of Control Date, (ii) in the case of a
     Change of Control specified in Section 1.5(b), the greater of the following
     fractions: (x) a fraction the numerator of which is the highest price per
     share of Common Stock paid by the Acquiring Person in connection with the
     transaction giving rise to the Change of Control or in any transaction
     within six months prior to or after the Change of Control Date (the
     "Highest Price"), and the denominator of which is the Current Market Price
     of the Common Stock as of the date (but not earlier than six months prior
     to the Change of Control Date) on which the first public announcement is
     made by the Acquiring Person that it intends to acquire or that it has
     acquired 40% or more of the outstanding shares of Common Stock (the
     "Announcement Date") or (y) a fraction the numerator of which is the
     Conversion Price prior to adjustment pursuant hereto and the denominator of
     which is the Current Market Price of the Common Stock on the Announcement
     Date and (iii) in the case where there co-exists a Change of Control
     specified in both Section 1.5(a) and Section 1.5(b), the greatest of the
     fractions determined pursuant to clauses (i) and (ii).  Such adjustment
     shall become effective immediately after the Change of Control Date and
     shall be made, in the case of clauses (ii) and (iii) above, successively
     for six months thereafter in the event and at the time of any increase in
     the Highest Price after