SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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provided below, exchange shares of Common Stock for, all (or in the case of
Section 4.1(b)(i), any part) of the outstanding shares of this Series. The
redemption price for each share of this Series called for redemption pursuant to
clause (i) of Section 4.1(b) shall be the Liquidation Value together with an
amount equal to the accrued and unpaid dividends to the date fixed for
redemption (hereinafter collectively referred to as the "Redemption Price"). The
exchange price for each share of this Series called for exchange pursuant to
clause (ii) of Section 4.1(b) shall be a number of shares of Common Stock equal
to the Conversion Rate, together with, at the option of the Corporation, either
(x) cash or (y) a number of shares of Common Stock, valued at the Closing Price
on the Trading Day immediately preceding the date fixed for exchange, equal, in
either case, to the aggregate amount of accrued and unpaid dividends on the
Series I Stock to the date fixed for exchange (provided that any dividends that
are in arrears must be paid in cash) (hereinafter collectively referred to as
the "Exchange Price").

               (b) On the date fixed for redemption or exchange the Corporation
     shall, at its option, effect either

               (i)   a redemption of the shares of this Series to be redeemed by
     way of payment, out of funds legally available therefor, of cash equal to
     the aggregate Redemption Price for the shares of this Series then being
     redeemed;

               (ii)  an exchange of the shares of this Series for the Exchange
     Price in shares of Common Stock (provided that the Corporation (A) shall be
                                      --------
     entitled to deliver cash (1) in lieu of any fractional share of Common
     Stock (determined in a manner consistent with Section 3.3) and (2) equal to
     accrued and unpaid dividends to the date fixed for exchange in lieu of
     shares of Common Stock and (B) shall be required to deliver cash in respect
     of any dividends that are in arrears); or

               (iii) any combination thereof with respect to each share of this
     Series called for redemption or exchange.

               (c) Notwithstanding clauses (ii) and (iii) of Section 4.1(b), the
     Corporation shall be entitled to effect an exchange of shares of Series I
     Stock for Common Stock or other shares of Capital Stock of the Corporation
     only to the extent that duly and