SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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approved, as the case may be. The Corporation will use commercially reasonable
efforts to list the shares of (or depositary shares representing fractional
interests in) Common Stock or other shares of Capital Stock of the Corporation
required to be delivered upon conversion of shares of this Series prior to such
delivery upon the principal national securities exchange upon which the
outstanding Common Stock or such other shares of Capital Stock is listed at the
time of such delivery.

          3.10 The Corporation shall pay any and all issue or other taxes that
may be payable in respect of any issue or delivery of shares of Common Stock or
other shares of Capital Stock of the Corporation on conversion of shares of this
Series pursuant hereto.  The Corporation shall not, however, be required to pay
any tax that is payable in respect of any transfer involved in the issue or
delivery of Common Stock or such other shares of Capital Stock in a name other
than that in which the shares of this Series so converted were registered, and
no such issue or delivery shall be made unless and until the Person requesting
such issue has paid to the Corporation the amount of such tax, or has
established, to the satisfaction of the Corporation, that such tax has been
paid.

          3.11 In case of (i) the voluntary or involuntary dissolution,
liquidation or winding up of the Corporation, (ii) any Pro Rata Repurchase or
(iii) any action triggering an adjustment to the Conversion Rate pursuant to
this Section 3, then, in each case, the Corporation shall cause to be filed with
the transfer agent or agents for the Series I Stock, and shall cause to be
mailed, first-class postage prepaid, to the holders of record of the outstanding
shares of Series I Stock, at least fifteen (15) days prior to the applicable
record date for any such transaction (or if no record date will be established,
the effective date thereof), a notice stating (x) the date, if any, on which a
record is to be taken for the purpose of any such transaction (or if no record
date will be established, the date as of which holders of record of Common Stock
entitled to participate in such transaction are determined), and (y) the
expected effective date thereof.  Failure to give such notice or any defect
therein shall not affect the legality or validity of the proceedings described
in this Section 3.11.

          4.  Redemption or Exchange.
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          4.1  (a)  The Corporation may, at its sole option, subject to Section
2.2 hereof, from time to time, redeem, out of funds legally available therefor,
or, as