SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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payable in respect of any dividend payment or payments on this Series that may
be in arrears.

          3.  Conversion Rights.
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          3.1  Each holder of a share of this Series shall have the right at any
time or, as to any share of this Series called for redemption or exchange, at
any time prior to the close of business on the date fixed for redemption or
exchange (unless the Corporation defaults in the payment of the Redemption
Price, fails to exchange the shares of this Series for the applicable number of
shares of Common Stock and any applicable cash amount, or exercises its right to
rescind such redemption or exchange pursuant to Section 4.5, in which case such
right shall not terminate at the close of business on such date), to convert
such share into fully paid and nonassessable shares of Common Stock at a rate of
6.24792 shares of Common Stock for each share of this Series, subject to
adjustment as provided in this Section 3 (such rate, as so adjusted from time to
time, is herein called the "Conversion Rate"). The "Conversion Price" at any
time shall equal $100 divided by the Conversion Rate in effect at such time
(rounded to the nearest one hundredth of a cent).

          3.2  If any shares of this Series are surrendered for conversion
subsequent to the Record Date preceding a Dividend Payment Date but on or prior
to such Dividend Payment Date (except shares called for redemption or exchange
on a redemption date or exchange date between such Record Date and Dividend
Payment Date and with respect to which such redemption or exchange has not been
rescinded), the registered holder of such shares at the close of business on
such Record Date shall be entitled to receive the dividend, if any, payable on
such shares on such Dividend Payment Date notwithstanding the conversion
thereof. Shares of this Series surrendered for conversion during the period from
the close of business on any Record Date next preceding any Dividend Payment
Date to the opening of business on such Dividend Payment Date shall (except in
the case of shares that have been called for redemption or exchange on a
redemption date or exchange date within such period and with respect to which
such redemption or exchange has not been rescinded) be accompanied by payment in
New York Clearing House funds or other funds acceptable to the Corporation of an
amount equal to the dividend payable on such Dividend Payment Date on the shares
being surrendered for conversion. Except as provided in this Section 3.2, no
adjustments in respect of payments of dividends on shares surrendered for
conversion or any dividend on the Common