SEC Filings

S-4/A
TIME WARNER INC. filed this Form S-4/A on 03/24/2000
Entire Document
 
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     subparagraphs (a) through (h) and (j) of this Section 3.6, and the
     provisions of Sections 3.1 through 3.5 and 3.7 through 3.10 shall apply on
     like or similar terms to any such other shares and the determination of the
     Board of Directors as to any such adjustment shall be conclusive.

               (j) No adjustment shall be made pursuant to this Section 3.6 (i)
     if the effect thereof would be to reduce the Conversion Price below the par
     value of the Common Stock or (ii) subject to Section 3.6(f), with respect
     to any share of Series J Stock that is converted, prior to the time such
     adjustment otherwise would be made.

          3.7  In case, after the effective time of the transactions 
contemplated by the Merger Agreement, of (a) any consolidation or merger to
which the Corporation is a party, other than a merger or consolidation in which
the Corporation is the surviving or continuing corporation and that does not
result in any reclassification of, or change (other than a change in par value
or from par value to no par value or from no par value to par value, or as a
result of a subdivision or combination) in, outstanding shares of Common Stock
or (b) in a transaction where the Common Stock will cease to be registered under
the Securities Exchange Act of 1934, any sale or conveyance of all or
substantially all of the property and assets of the Corporation, then each share
of this Series remaining outstanding after such consolidation, merger, sale or
conveyance shall be convertible from and after the date of such consolidation,
merger, sale or conveyance, as the case may be, into the kind and amount of
shares of stock or other securities and property receivable upon such
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common Stock into which such shares of this Series could have been converted
immediately prior to such consolidation, merger, sale or conveyance, subject to
adjustment that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3 (and assuming such holder of Common
Stock failed to exercise his rights of election, if any, as to the kind or
amount of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance (provided that if the kind or amount of securities,
cash or other property receivable upon such consolidation, merger, sale or
conveyance is not the same for each nonelecting share, then the kind and amount
of securities, cash or other property receivable upon such consolidation,
merger, sale or conveyance for each nonelecting share shall be deemed to be the
kind and amount so receivable per share by a plurality of the nonelecting