SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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that, by the terms of the Certificate of Incorporation or of the instrument by
which the Board of Directors, acting pursuant to authority granted in the
Certificate of Incorporation, shall fix the relative rights, preferences and
limitations thereof, shall, in the event that the stated dividends thereon are
not paid in full, be entitled to share ratably with the Series J Stock in the
payment of dividends, including accumulations, if any, in accordance with the
sums that would be payable on such shares if all dividends were declared and
paid in full, or shall, in the event that the amounts payable thereon on
liquidation are not paid in full, be entitled to share ratably with the Series J
Stock in any distribution of assets other than by way of dividends in accordance
with the sums that would be payable in such distribution if all sums payable
were discharged in full; provided, however, that the term "Parity Stock" shall
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be deemed to refer (i) in Section 2.2, to any stock that is Parity Stock in
respect of dividend rights; (ii) in Section 6, to any stock that is Parity Stock
in respect of the distribution of assets; and (iii) in Sections 5.2 and 5.3, to
any stock that is Parity Stock in respect of either dividend rights or the
distribution of assets and that, pursuant to the Certificate of Incorporation or
any instrument in which the Board of Directors, acting pursuant to authority
granted in the Certificate of Incorporation, shall so designate, is entitled to
vote with the holders of Series J Stock.

          1.18  "Preferred Stock" shall mean the class of Preferred Stock, par
value $0.10 per share, of the Corporation authorized at the date of the
Certificate, including any shares thereof authorized after the date of the
Certificate.

          1.19  "Pro Rata Repurchase" shall mean the purchase of shares of
Common Stock by the Corporation or by any of its subsidiaries, which purchase is
subject to Section 13(e) of the Exchange Act or is made pursuant to an offer
made available to all holders of Common Stock, but excluding any purchase made
in open market transactions that satisfies the conditions of clause (b) of Rule
10b-18 under the Exchange Act or has been designed (as reasonably determined by
the Board of Directors) to prevent such purchase from having a material effect
on the trading market of the Common Stock.  The "Effective Date" of a Pro Rata
Repurchase shall mean the applicable expiration date (including all extensions
thereof) of any tender or exchange offer that is a Pro Rata Repurchase or the
date of purchase with respect to any Pro Rata Repurchase that is not a tender or
exchange offer.