SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
<PAGE>
 
                                                                              29

          5.4  On the repurchase date, the Corporation shall (i) pay the
repurchase price plus an amount equal to accrued and unpaid dividends as
provided in Section 5.1, if any, to the holders entitled thereto and (ii) issue
to such holders any equity securities of the Corporation (other than Common
Stock) that would at the time be issuable upon conversion of the shares of
Series I Stock that are then being repurchased pursuant hereto.

          5.5  The Board of Directors will not approve any tender or exchange
offer by the Corporation or a third party for shares of Common Stock or
recommend that the holders of Common Stock accept any offer or tender their
shares into any offer unless a Pro Rata Portion of the shares of this Series of
all holders are entitled to be tendered into such offer at a price not less than
the price per share for shares of Common Stock pursuant to such offer multiplied
by the Conversion Rate then in effect plus an amount equal to accrued but unpaid
dividends on such shares to the date of payment for such shares in such tender
or exchange offer.

          5.6  For purposes hereof, "Pro Rata Portion" with respect to the
shares of this Series held by any holder shall mean all the shares of this
Series then owned by such holder times a fraction, the numerator of which is the
number of outstanding shares of Common Stock (a) purchased in the applicable Pro
Rata Repurchase or (b) for which a tender or exchange offer referred to in
Section 5.5 is made, as the case may be, and the denominator of which is the
number of outstanding shares of Common Stock immediately prior to such Pro Rata
Repurchase or the commencement of such tender or exchange offer, as the case may
be.

          6.  Voting.  The shares of this Series shall have no voting rights
              ------
except as required by law or as set forth below.

          6.1  Each share of this Series shall be entitled to vote together with
holders of the shares of Common Stock (and any other class or series that may
similarly be entitled to vote with the shares of Common Stock) as a single class
upon all matters upon which holders of Common Stock are entitled to vote.  In
any such vote, the holders of this Series shall be entitled to six (6) votes per
$100 of Liquidation Value of Series I Stock, subject to adjustment at the same
time and in the same manner as each adjustment of the Conversion Rate pursuant
to Section 3, so that the holders of this Series shall be entitled following
such adjustment to the number of votes equal to the number