SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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shall mail a copy thereof to the holders of the Series I Stock as of the date
used for determining the holders of record of Common Stock entitled to such
mailing. The Corporation shall not enter into any of the transactions referred
to in clause (a) or (b) of the preceding sentence unless effective provision
shall be made in the certificate or articles of incorporation or other
constituent documents of the Corporation or the entity surviving the
consolidation or merger, if other than the Corporation, or the entity acquiring
the Corporation's assets, as the case may be, so as to give effect to the
provisions set forth in this Section 3.7. The provisions of this Section 3.7
shall apply similarly to successive consolidations, mergers, sales or
conveyances. For purposes of this Section 3.7 the term "Corporation" shall refer
to the Corporation (as defined in Section 1.14) as constituted immediately prior
to the merger, consolidation or other transaction referred to in this Section.

          3.8  The Corporation shall at all times reserve and keep available,
free from preemptive rights, out of its authorized but unissued stock, for the
purpose of effecting the conversion of the shares of this Series, such number of
its duly authorized shares of Common Stock (or, if applicable, any other shares
of Capital Stock of the Corporation) as shall from time to time be sufficient to
effect the conversion of all outstanding shares of this Series into such Common
Stock (or such other shares of Capital Stock) at any time (assuming that, at the
time of the computation of such number of shares, all such Common Stock (or such
other shares of Capital Stock) would be held by a single holder); provided,
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however, that nothing contained herein shall preclude the Corporation from
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satisfying its obligations in respect of the conversion of the shares by
delivery of purchased shares of Common Stock (or such other shares of Capital
Stock) that are held in the treasury of the Corporation.  All shares of Common
Stock (or such other shares of Capital Stock of the Corporation) that shall be
deliverable upon conversion of the shares of this Series shall be duly and
validly issued, fully paid and nonassessable.  For purposes of this Section 3,
any shares of Common Stock at any time outstanding shall not include shares held
in the treasury of the Corporation.

          3.9  If any shares of Common Stock or other shares of Capital Stock of
the Corporation that would be issuable upon conversion of shares of this Series
hereunder require registration with or approval of any governmental authority
before such shares may be issued upon conversion, the Corporation will in good
faith and as expeditiously as possible cause such shares to be duly registered
or